Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. NAI will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume Incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 6.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (c) Indebtedness, preferred stock or preferred equity securities of Subsidiaries existing at the time they become Subsidiaries and not incurred in contemplation of their becoming Subsidiaries; (d) Indebtedness (or preferred stock or preferred equity securities) representing the purchase price, or incurred to finance the purchase, of property, plant or equipment acquired after the date hereof or secured by a Lien on any such property, plant or equipment prior to the acquisition thereof to the extent such Lien attaches only to such property, plant or equipment and improvements and accretions thereto; (e) Indebtedness owed to the Company or one or more other Subsidiaries (or preferred stock or preferred equity securities; provided that such preferred stock or preferred equity securities are owned by the Company or one or more Subsidiaries); provided that no Lien on any such Indebtedness (or preferred stock or preferred equity securities) shall be created in favor of any Person other than the Company or a Subsidiary; (f) Indebtedness deemed to exist as a result of any Person that becomes a Subsidiary after the date hereof; provided that such Securitization Transactions permitted under clauses (j) and (k) of Section 6.01; (g) 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 overdrafts, in the ordinary course of business, under Cash Pooling Arrangements; (h) Indebtedness, preferred stock or other preferred equity securities of any Non-US Subsidiary, and including any extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount result in an earlier maturity date or decreased weighted average life thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets to exceed US$150,000,000 at any time outstanding; and (ji) other Indebtedness that, taken together with the aggregate Indebtedness secured by Liens permitted under Section 6.01(l), without duplication, does not exceed the greater of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time US$150,000,000 and 15% of Consolidated Net Tangible Assets as of the incurrence thereof and after giving effect thereto end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.05(a) or (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1b).

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 6.04 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness issued to the Borrower or any other Subsidiary; (c) Indebtedness incurred to finance the acquisition, construction or improvement of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of fixed or in connection with such Person becoming a Subsidiarycapital assets, 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; (gd) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary; (e) Indebtedness as an account party in respect of trade letters of 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); (g) performance, bank advance payment, warranty and bid guarantees and bankers’ acceptances;other similar guarantees of payment (other than in respect of Indebtedness for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) other Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount, when aggregated with the amount of all Indebtedness secured by Liens permitted by Section 6.01(m), not exceeding 5the greater of (i) $100,000,000 or (ii) 15% of Consolidated Total Net Tangible Assets at any time outstanding; and as shown on the most recent consolidated balance sheet delivered pursuant to Section 3.05 or 5.04(a) or (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basisb), NAI is in pro forma compliance with as the maximum Leverage Ratio permitted under subparagraph 3(C)(1)case may be.

Subsidiary Indebtedness. NAI will not permit Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, assume issue or permit otherwise be liable in any manner in connection with or suffer to exist exist, any Indebtedness, except: (a) by Guarantee Indebtedness or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or preferred stock other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of than (i) Indebtedness for Borrowed Money and preferred stock which does not exceed at any Subsidiary to any Material Domestic Subsidiary and time outstanding an aggregate amount for all Significant Subsidiaries of $100,000,000 (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; for purposes of this clause (d) Guarantees by any Subsidiary i), the amount of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase for Borrowed Money will be the outstanding principal amount thereof; , and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (fii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof; provided that , if such Indebtedness exists for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and is was not created in contemplation of or in connection with such Person becoming a Subsidiarythereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and extensionspreferred stock held by, renewals the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and replacements of (v) Indebtedness for Borrowed Money existing on the date hereof, any such Indebtedness that do refinancing thereof in an amount not increase greater than the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, thereof at the time of such refinancing and any preferred stock existing on the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)date hereof.

Subsidiary Indebtedness. NAI The Reporting Entity will not permit any Subsidiary member of the Consolidated Group that is not the Company or a Guarantor to create, incur, assume or permit incur Debt of any kind; provided that this Section 10.1 shall not apply to exist any Indebtedness, except:of the following (without duplication): (a) by Guarantee or assumption of Debt incurred under this Agreement, any obligations evidenced or created by (x) Notes and any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterAffiliate Guaranty; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Indebtedness that do Debt shall not increase have been transferred to any other Person (other than to any member of the then outstanding principal amount thereofConsolidated Group); (c) Indebtedness Debt outstanding on the date of the Initial Closing and set forth on Schedule 5.15, and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1; (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness Debt of any Subsidiary member of the Consolidated Group incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations Leases and any Indebtedness Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness Debt is incurred or assumed prior to or within 120 90 days after such acquisition or the completion of such construction or improvement; improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals and renewals, refinancings, refundings, replacements or restructurings) of any such Indebtedness Debt from time to time (in whole or in part), provided that do not increase the outstanding aggregate principal amount thereofof Debt permitted by this Section 10.1(d) shall not exceed $100,000,000; (e) Debt under or related to Hedge Agreements entered into for non-speculative purposes; (f) Indebtedness letters of any Person that becomes a Subsidiary after credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the date hereof; provided that 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofbusiness; (g) Indebtedness Debt of any Subsidiary as an account party Receivables Subsidiaries in respect of letters of credit, bank guarantees and bankers’ acceptancesPermitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; (hi) Indebtedness in respect of Swap Agreements any other Debt (not otherwise permitted under subparagraph 3(B)(4this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); (i) Indebtedness Debt owed to any officers or employees of Subsidiaries which are not Material Domestic Subsidiaries in an any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceeding 5% of Consolidated Total Assets exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); (o) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (ji) other Indebtedness Debt of any Person which becomes a Restricted Subsidiary which after the date of the Initial Closing or is a Material Domestic merged with or into or consolidated or amalgamated with any Restricted Subsidiary so long as, after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Restricted Subsidiary or of the incurrence such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after giving effect thereto such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis; and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), NAI provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is in pro forma compliance with the maximum Leverage Ratio permitted to be incurred under subparagraph 3(C)(1)any other clause of this Section 10.1.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 7.04 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness issued to the Borrower or any other Subsidiary; (c) Indebtedness incurred to finance the acquisition, construction or improvement of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of fixed or in connection with such Person becoming a Subsidiarycapital assets, 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; (gd) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary; (e) Indebtedness as an account party in respect of trade letters of 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); (g) performance, bank advance payment, warranty and bid guarantees and bankers’ acceptances;other similar guarantees of payment (other than in respect of Indebtedness for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) other Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount, when aggregated with the amount of all Indebtedness secured by Liens permitted by Section 7.01(m), not exceeding 5the greater of (i) $750,000,000 or (ii) 15% of Consolidated Total Net Tangible Assets at any time outstanding; and as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basisb), NAI is in pro forma compliance with as the maximum Leverage Ratio permitted under subparagraph 3(C)(1)case may be.

Subsidiary Indebtedness. NAI will not permit any Subsidiary With respect to the Subsidiaries, incur, create, incurissue, assume or permit to exist any IndebtednessIndebtedness or preferred stock, except: (a) by Guarantee Indebtedness or assumption preferred stock existing on the 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 obligations evidenced such Indebtedness, any extensions, renewals or created by (x) any replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Operative DocumentsObligations, (y) or other comparable agreements between BNPPLC remains so subordinated on terms no less favorable to the Lenders, and NAI covering other properties, or (z) the Credit Agreement referenced on original obligors in respect of such Indebtedness remain the first page of the Disclosure Letteronly obligors thereon; (b) Indebtedness created or existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofhereunder; (c) intercompany Indebtedness of (i) any Subsidiary or preferred stock to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary the extent owing to any other Subsidiary that is not a Material Domestic or held by the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 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 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofEffective 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 extensionsafter such Person becomes a Subsidiary, renewals no Event of Default or Default shall have occurred and replacements of any such Indebtedness that do not increase be continuing and (iii) the outstanding aggregate principal amount thereofof Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances;business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Swap Agreements Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted under subparagraph 3(B)(4); (i) Indebtedness by the foregoing clauses of Subsidiaries which are not Material Domestic Subsidiaries this Section 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 7.02(l) and then outstanding, not exceeding 5to exceed 15% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Net Worth.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness or to authorize, issue or permit to be outstanding any preferred stock, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterhereunder; (b) Indebtedness created under the Revolving Credit Agreement; (c) Indebtedness existing on the date hereof Closing Date and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisitionrenewals, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof (except by an amount equal to undrawn commitments thereunder, the unpaid accrued interest and premium thereon or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement); (fd) Indebtedness or preferred stock of any Subsidiary issued to and held by the Company or any Wholly-Owned Subsidiary; (e) Indebtedness or preferred stock of any Person that becomes a Subsidiary after the date hereofClosing Date and extensions, renewals, refinancings and replacements of any such Indebtedness or preferred stock that do not increase the outstanding principal amount thereof (except by an amount equal to the unpaid accrued interest and premium thereon or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement); provided that such Indebtedness or preferred stock exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such ; (f) Indebtedness that do not increase the outstanding principal amount thereofmay exist in respect of deposits or payments made by customers or clients of such Subsidiaries; (g) Indebtedness of any Subsidiary as an account party owed in respect of letters any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of credit, bank guarantees and bankers’ acceptancesfunds; (h) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed by such Subsidiary in respect connection with the acquisition of Swap Agreements permitted under subparagraph 3(B)(4);any such assets; 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 such Indebtedness outstanding at any time shall not exceed $50,000,000; and (i) Indebtedness not otherwise permitted by the foregoing clauses of Subsidiaries which are not Material Domestic Subsidiaries this Section 6.01, in an aggregate principal or face amount at any date not exceeding 5to exceed the greater of (i) $200,000,000 and (ii) 20% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time Net Worth as of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with most recently ended fiscal quarter of the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Company for which financials have been delivered.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary of its Material Subsidiaries to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness incurred pursuant to this Agreement and the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Other Credit Agreement referenced on the first page of the Disclosure LetterAgreement; (b) Indebtedness existing as of February 28, 1998 or incurred pursuant to commitments or lines of credit in effect as of February 28, 1998, in any case identified on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions8.04(b), renewals and or any renewal, replacement or refunding thereof so long as such renewals, replacements of any such Indebtedness that or refundings do not increase the then outstanding principal amount thereofof such Indebtedness or such commitments or lines of credit in the aggregate; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists existing at the time such Person becomes a Subsidiary of the Company or is merged or consolidated into the Company or any of its Subsidiaries and is not created in contemplation of such event, provided that on a pro forma basis (assuming that such event had been consummated on the first day of the most recently ended period of four fiscal quarters for which financial statements have been or are required to have been delivered pursuant to Section 7.01), the Company would have been in connection compliance with Sections 8.01 and 8.02 as of the last day of such Person becoming a Subsidiaryperiod, and extensionsany renewal, renewals and replacements of any replacement or refunding thereof so long as such Indebtedness that do renewal, replacement or refunding does not increase the outstanding principal amount thereofof such Indebtedness; (d) Indebtedness of a Subsidiary Guarantor; (e) Indebtedness owed to the Company or a Subsidiary of the Company; (f) Indebtedness secured by Liens permitted pursuant to Section 8.03(b); (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances;arising under a Permitted Receivables Financing; and (h) Indebtedness in respect not otherwise permitted by the foregoing clauses of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries this Section 8.04 in an aggregate principal amount at any time outstanding not exceeding 5the greater of $150,000,000 and 10% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, Stockholders' Equity as at the time last day of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with most recently ended fiscal quarter of the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Company.

Subsidiary Indebtedness. NAI The Company will not permit (x) any Subsidiary to enter into any inventory securitization transaction or to create, incur, assume or permit to exist any Indebtedness, exceptother than: (a) by Guarantee Indebtedness of a Securitization Entity under the Existing Securitization or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterSecuritization; (b) Indebtedness existing on of Subsidiaries under this Agreement or the date hereof and set forth Revolving Credit Agreement or any similar revolving credit facility of the Company that refinances or otherwise replaces the Revolving Credit Agreement in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding an aggregate principal amount thereofnot exceeding US$250,000,000; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary owed to the Company or any other Subsidiary Domestic Subsidiary; provided that is such Indebtedness shall not have been transferred or subjected to a Material Domestic Lien in favor of any Person other than the Company or any Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI any Foreign Subsidiary to the Company or to any other Subsidiary; (e) Indebtedness of any Domestic Subsidiary that shall have executed and delivered an irrevocable Guarantee of the Obligations satisfactory in form and substance to the Administrative Agent (which, in the case of any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act, will be qualified as required to ensure compliance with the Commodity Exchange Act and any regulations thereunder); (f) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assetsassets acquired, including Capital Lease Obligations and any Indebtedness assumed in connection with constructed or improved by the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofSubsidiary; provided that such Indebtedness is incurred prior to or within 120 180 days after such acquisition or the completion of such construction or improvementimprovement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; and extensionsany refinancings, renewals and replacements refundings, renewals, amendments or extensions thereof, provided that the amount of any such Indebtedness that do is not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists increased at the time of such Person becomes a Subsidiary refinancing, refunding, renewal, amendment or extension except by an amount equal to any premium or other amount paid, and is not created in contemplation of or fees and expenses incurred, in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;refinancing; and (g) Other Indebtedness not expressly permitted by clauses (a) through (f) above; provided that at the time of and after giving effect to the incurrence of any Subsidiary as an account party in respect of letters of creditsuch Indebtedness, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) the aggregate amount of all outstanding Indebtedness of Subsidiaries which are incurred in reliance on this clause (g) does not Material Domestic Subsidiaries in an aggregate principal amount not exceeding exceed 5% of Consolidated Total Tangible Assets at any time outstanding; and as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (jb) other and (ii) the aggregate amount of all outstanding Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time Subsidiaries incurred in reliance on this clause (g) does not exceed 1% of Consolidated Tangible Assets as of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)end of such most recent fiscal quarter.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) by Guarantee or assumption Indebtedness of any obligations evidenced or created by (x) any Subsidiaries under the Loan Documents, whether as a result of the Operative Documentsoperation of 1.09 or otherwise, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page Indebtedness of the Disclosure LetterRevolver Borrowing Subsidiaries under the Revolving Credit Agreement; (b) Indebtedness Indebtedness, preferred stock or other preferred equity securities existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness Indebtedness, preferred stock or preferred equity securities of any Person becoming a Subsidiary (iother than as a result of a Division where the Dividing Person is the Company or a Subsidiary) (or of any Subsidiary to any Material Domestic Subsidiary and (ii) any Person not previously a Subsidiary that is not merged, consolidated or amalgamated with or into a Material Domestic Subsidiary to any other in a transaction permitted hereunder) after the date hereof existing at the time such Person becomes a Subsidiary (or is so merged, consolidated or amalgamated); provided that such Indebtedness, preferred stock or preferred equity securities is not incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Material Domestic SubsidiarySubsidiary (or such merger, consolidation or amalgamation); (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensions(ii) such Indebtedness does not exceed the cost of acquiring, renewals and replacements constructing or improving such fixed or capital assets; (e) Indebtedness of any such Indebtedness that do not increase Subsidiary to the outstanding principal amount thereofCompany or any other Subsidiary, and preferred stock or other preferred equity securities of any Subsidiary held by the Company or any other Subsidiary; (f) Guarantees by any Subsidiary of Indebtedness of any Person that becomes a Subsidiary after the date hereofother Subsidiary; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofother Subsidiary so guaranteed is permitted under clauses (d), (e) or (n) of this Section; (g) Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding at any Subsidiary as an account party in one time not to exceed US$125,000,000 (or with respect of letters of creditto any other currency, bank guarantees and bankers’ acceptancesthe US Dollar equivalent thereof); (h) Indebtedness deemed to arise from the payment of insurance premiums on an installment basis in respect the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4)business; (i) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (j) Indebtedness under any overdraft facilities entered into in the ordinary course of Subsidiaries which are not Material Domestic Subsidiaries business; (k) Indebtedness in an aggregate principal amount not exceeding 5% respect of Consolidated Total Assets at workers’ compensation claims, and bid, performance or surety bonds; (l) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course; (m) Indebtedness incurred by any time outstandingBroker Dealer Subsidiary in the ordinary course of its business; and (jn) other Indebtedness, preferred stock or other preferred equity interests not expressly permitted by clauses (a) through (m) above; provided that the sum of (i) the aggregate principal amount of Indebtedness and the aggregate value of preferred stock or other preferred equity interests permitted under this clause (n), (ii) without duplication of the foregoing clause (i), the aggregate principal amount of outstanding obligations secured by Liens permitted under Section 6.01(n) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of (y) US$200,000,000 and (z) 18% of Consolidated EBITDA for the Test Period most recently ended on or prior to the date of incurrence of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)such Indebtedness.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Borrower or any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and any additions, accessions, parts, improvement improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (e) shall not exceed $75,000,000 at any time outstanding; (f) Indebtedness of any Subsidiary as an account party in respect of trade or standby letters of credit, bank guarantees and bankers’ acceptances and any guarantees of such Indebtedness of another Subsidiary; (g) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any acquisitions, dispositions permitted by Section 6.04 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (h) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (i) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (j) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (k) Indebtedness of any Person that becomes a Subsidiary after the date hereofhereof pursuant to an acquisition permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (il) Indebtedness of Subsidiaries which that are not Material Domestic Subsidiaries Loan Parties in an aggregate principal amount, when aggregated with the aggregate principal amount of Indebtedness and other obligations permitted by Section 6.02(k) and Attributable Debt permitted by Section 6.03, not exceeding 5% of Consolidated Total Assets $100,000,000 at any time outstanding; and (jm) other Indebtedness of any Subsidiary which that is a Material Domestic Subsidiary Loan Party so long as, at the time of the incurrence thereof both immediately prior to and after giving effect thereto (including giving effect on a pro forma basis)) thereto, NAI (i) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)financial covenants set forth in Section 6.10.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 6.04 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness issued to the Borrower or any other Subsidiary; (c) Indebtedness incurred to finance the acquisition, construction or improvement of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of fixed or in connection with such Person becoming a Subsidiarycapital assets, 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; (gd) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary; (e) Indebtedness as an account party in respect of trade letters of 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); (g) performance, bank advance payment, warranty and bid guarantees and bankers’ acceptances;other similar guarantees of payment (other than in respect of Indebtedness for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) other Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount, when aggregated with the amount of all Indebtedness secured by Liens permitted by Section 6.01(m), not exceeding 5the greater of (i) $750,000,000 or (ii) 15% of Consolidated Total Net Tangible Assets at any time outstanding; and as shown on the most recent consolidated balance sheet delivered pursuant to Section 3.05 or 5.04(a) or (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basisb), NAI is in pro forma compliance with as the maximum Leverage Ratio permitted under subparagraph 3(C)(1)case may be.

Subsidiary Indebtedness. NAI will not permit Permit, at any time, any Subsidiary of the Borrower that is not a Loan Party to create, incur, or assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) by Guarantee Indebtedness owing to the Borrower or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Lettera wholly-owned Subsidiary; (b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed to finance the acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment or other assets acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business not exceeding the purchase price of such property or equipment or incurred solely for the purpose of financing the acquisition of any such property, equipment or other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property); (c) Indebtedness of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided, that such Indebtedness was not created in contemplation of such merger, consolidation or investment and do not extend to any Person other than the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (d) Indebtedness existing on the date hereof and set forth in listed on Schedule 6.01 to the Disclosure Letter 7.02 (and extensionsany refinancings, refundings, renewals and replacements of any such Indebtedness that do not increase or extensions thereof (without increasing, or shortening the then outstanding maturity of, the principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary)); (e) additional Indebtedness, the aggregate principal amount of which, when combined with the aggregate principal amount of Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements of any fixed or capital assets, including Capital Lease Obligations Borrower and any Indebtedness assumed in connection with the acquisition of any such assets or its Subsidiaries secured by a any Lien on any such assets permitted by Section 7.01(m), would not exceed the greater of (x) $35,000,000 or (y) 17.5% of Consolidated EBITDA of the Borrower and additions, accessions, parts, improvement and attachments thereto and its Subsidiaries for the proceeds thereof) prior to four consecutive fiscal quarters of the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofBorrower most recently ended; (f) Indebtedness in respect of any Person that becomes a Subsidiary after bankers’ acceptance, bank guarantees, letter of credit or similar facilities entered into in the date hereof; provided that such ordinary course of business and not in support of borrowed money (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofrespect to reimbursement-type obligations regarding workers compensation claims); (g) Guarantees incurred in respect of Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancesthat is permitted to be incurred under this Agreement; (h) Indebtedness in respect of non-speculative Swap Agreements permitted under subparagraph 3(B)(4)Contracts; (i) Indebtedness in respect of Subsidiaries which are not Material Domestic Subsidiaries commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services, operational foreign exchange management, current account facilities and any arrangements or services similar to any of the foregoing or otherwise in an aggregate principal amount not exceeding 5% connection with cash management, in each case incurred in the ordinary course of Consolidated Total Assets at business; (j) Indebtedness of any time outstandingSubsidiary consisting of the financing of insurance premiums; (k) Guarantees in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets; and (jl) unfunded pension fund and other Indebtedness of employee benefit plan obligations and liabilities incurred by the Borrower or any Subsidiary which is a Material Domestic Subsidiary so long as, at in the time ordinary course of business to the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with extent that the maximum Leverage Ratio permitted unfunded amounts would not otherwise cause an Event of Default under subparagraph 3(C)(1Section 8.01(i).

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary (other than a Subsidiary Guarantor) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee capital lease obligations and purchase money Indebtedness (including obligations in respect of capital leases) to finance the purchase or assumption acquisition of fixed assets, and renewals, refinancings and extensions thereof; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Lettersuch refinancing; (b) Indebtedness obligations under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing on the date hereof or anticipated risks and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereoffor speculative purposes; (c) Indebtedness among members of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarythe Consolidated Group; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (x) 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, Subsidiary and extensions, renewals and replacements of any (y) such Indebtedness that do not increase does not, directly or indirectly, have recourse (including by way of setoff) to the outstanding principal amount thereof; (g) Indebtedness Borrower or any Subsidiaries or any asset thereof other than to the Person so acquired and its Subsidiaries and the assets of any Subsidiary as an account party in respect of letters of credit, bank guarantees the Person so acquired and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingits Subsidiaries; and (je) other Indebtedness of indebtedness not described above; provided that the aggregate outstanding principal amount thereof does not exceed at any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)$1,500,000,000.

Subsidiary Indebtedness. NAI The Reporting Entity will not permit any Subsidiary member of the Consolidated Group that is not the Company or a Guarantor to create, incur, assume or permit incur Debt of any kind; provided that this Section 10.1 shall not apply to exist any Indebtedness, except:of the following (without duplication): (a) by Guarantee or assumption of Debt incurred under this Agreement, any obligations evidenced or created by (x) Notes and any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterAffiliate Guaranty; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Indebtedness that do Debt shall not increase have been transferred to any other Person (other than to any member of the then outstanding principal amount thereofConsolidated Group); (c) Indebtedness Debt outstanding on the Closing Date and set forth on Schedule 5.15, and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1; (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness Debt of any Subsidiary member of the Consolidated Group incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations Leases and any Indebtedness Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness Debt is incurred or assumed prior to or within 120 90 days after such acquisition or the completion of such construction or improvement; improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals and renewals, refinancings, refundings, replacements or restructurings) of any such Indebtedness Debt from time to time (in whole or in part), provided that do not increase the outstanding aggregate principal amount thereofof Debt permitted by this Section 10.1(d) shall not exceed $75,000,000; (e) Debt under or related to Hedge Agreements entered into for non-speculative purposes; (f) Indebtedness letters of any Person that becomes a Subsidiary after credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the date hereof; provided that 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofbusiness; (g) Indebtedness Debt of any Subsidiary as an account party Receivables Subsidiaries in respect of letters of credit, bank guarantees and bankers’ acceptancesPermitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; (hi) Indebtedness in respect of Swap Agreements any other Debt (not otherwise permitted under subparagraph 3(B)(4this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 8.5% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); (i) Indebtedness Debt owed to any officers or employees of Subsidiaries which are not Material Domestic Subsidiaries in an any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceeding 5% of Consolidated Total Assets exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); (o) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (jp) other Indebtedness (i) Debt of any Person which becomes a Restricted Subsidiary which after the Closing Date or is a Material Domestic merged with or into or consolidated or amalgamated with any Restricted Subsidiary so long as, after the Closing Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Restricted Subsidiary or of the incurrence thereof such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof, (B) immediately after giving effect thereto such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).x) no Default shall have occurred and be continuing and

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 6.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness to the Borrower or any other Subsidiary; (c) Guarantees of Indebtedness of any Person that becomes a Subsidiary after other Subsidiary; (d) Indebtedness incurred to finance the date hereof; provided that such acquisition, construction, improvement or repair of any fixed or capital asset, including Capital Lease Obligations, mortgage financings, purchase money Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or any Indebtedness assumed in connection with the acquisition of any such Person becoming asset or secured by a SubsidiaryLien 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 360 days after such acquisition or the completion of such construction, improvement or repair and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 in the aggregate at any time outstanding; (ge) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees and bankers’ acceptances; (hf) Indebtedness (i) in respect of Swap performance, bid, surety or appeal bonds and completion guarantees provided in the ordinary course of business and (ii) under Hedging Agreements permitted under subparagraph 3(B)(4);entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; and (ig) other Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets $75,000,000 at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Borrower or any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary Guarantor of Indebtedness of NAI or any other Subsidiarythe Borrower; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assetsassets and related software, 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 (and any additions, accessions, parts, improvement improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (e) shall not exceed $250,000,000 at any time outstanding; (f) Indebtedness of any Subsidiary as an account party in respect of trade or standby letters of credit, bank guarantees, bankers’ acceptances and similar instruments and any guarantees of such Indebtedness of another Subsidiary; (g) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any acquisitions, dispositions permitted by Section 6.04 or Section 6.05 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (h) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (i) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (j) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (k) Indebtedness of any Person that becomes a Subsidiary after the date hereofhereof pursuant to an acquisition permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (il) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate outstanding principal amount of such Indebtedness, when aggregated with the aggregate principal amount of Indebtedness and other obligations permitted by Section 6.02(k), not exceeding 5the greater of $500,000,000 and 5.0% of Consolidated Total Assets Tangible Assets, determined at any the time outstandingsuch Indebtedness is incurred; (m) Indebtedness incurred in connection with Swap Agreements permitted by Section 6.06; (n) Indebtedness arising in connection with (i) customary cash management services, (ii) overdraft facilities and (ii) the endorsements of instruments for deposit in the ordinary course of business; and (jo) other Indebtedness consisting of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted obligations under subparagraph 3(C)(1)repurchase agreements.

Subsidiary Indebtedness. NAI will not permit any Subsidiary to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing outstanding on the date hereof Closing Date and set forth in listed on Schedule 6.01 to the Disclosure Letter 7.02 and extensionsany refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and replacements fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness that do not increase the then outstanding principal amount thereofbeing refinanced, refunded, renewed or extended; (c) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) any Subsidiary to any Material Domestic Subsidiary such obligations are (or were) entered into by such Person 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 Subsidiary that is not a Material Domestic Subsidiary provision exonerating the non-defaulting party from its obligation to any other Subsidiary that is not a Material Domestic Subsidiarymake payments on outstanding transactions to the defaulting party; (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI Guarantor or any other SubsidiaryLoan Party under and as defined in the WC Term Loan Credit Agreement; (e) Indebtedness Guarantees of any Subsidiary incurred to finance the acquisition, construction or improvements in respect of Indebtedness otherwise permitted hereunder 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSubsidiary; (f) Indebtedness 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, Subsidiary and extensions, renewals and replacements (ii) the aggregate principal amount of any all such Indebtedness that do permitted by this Section 7.02(f) at any one time outstanding shall not increase exceed the outstanding principal amount thereofgreater of $500,000,000 and 15% of the Net Worth of Parent; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of Parent at any time, subject in the case of any Subsidiary as an account party such Indebtedness secured by a Lien, to the limitation set forth in respect of letters of credit, bank guarantees and bankers’ acceptancesSection 7.01(j); (h) additional secured or unsecured Indebtedness in respect of Swap Agreements not otherwise permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries this Section 7.02 in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingoutstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of Parent; and (ji) other intercompany loans made (x) between Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time incurred as part of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1Post-Closing Restructuring).

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative DocumentsIndebtedness, (y) preferred stock or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness preferred equity securities existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (cb) Indebtedness Indebtedness, preferred stock or preferred equity securities of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary Persons existing at the time they become Subsidiaries; provided that such Indebtedness, preferred stock or preferred equity securities is not incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (ec) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 90 days after such acquisition or the completion of such construction or improvement; improvement and extensions(ii) such Indebtedness does not exceed the cost of acquiring, renewals and replacements constructing or improving such fixed or capital assets; (d) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (e) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided, such Indebtedness that do not increase the outstanding principal amount thereofof any other Subsidiary so guaranteed is permitted under paragraphs (c), (d) or (m) of this Section; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created foreign Subsidiaries in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding an aggregate principal amount outstanding at any one time not to exceed $75,000,000 (or with respect to any other currency, the U.S. Dollar equivalent thereof); (g) Indebtedness deemed to arise from the payment of any Subsidiary as insurance premiums on an account party installment basis in respect the ordinary course of letters of credit, bank guarantees and bankers’ acceptancesbusiness; (h) Indebtedness incurred in respect of Swap connection with Hedging Agreements permitted under subparagraph 3(B)(4)entered into for non-speculative purposes; (i) Indebtedness under any overdraft facilities entered into in the ordinary course of Subsidiaries which are not Material Domestic Subsidiaries business; (j) Indebtedness in an aggregate principal amount not exceeding 5% respect of Consolidated Total Assets at workers’ compensation claims, and bid, performance or surety bonds; (k) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course; (l) Indebtedness incurred by any time outstandingBroker Dealer Subsidiary in the ordinary course of its business; and (jm) other Indebtedness not expressly permitted by clauses (a) through (l) above; provided that the sum of any Subsidiary which is a Material Domestic Subsidiary so long as, at (i) the time aggregate principal amount of the incurrence thereof and after giving effect thereto (on a pro forma basisoutstanding obligations secured by Liens permitted under Section 6.01(m), NAI is in pro forma compliance with (ii) the maximum Leverage Ratio aggregate amount of Indebtedness permitted under subparagraph 3(C)(1)this clause (m) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03 shall not at any time exceed $100,000,000.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary of its Subsidiaries to contract, create, incurincur or assume any Indebtedness for borrowed money, assume or permit to exist any Indebtedness, exceptother than: (a) Indebtedness owing by Guarantee or assumption of any obligations evidenced or created by (x) any a Subsidiary of the Operative Documents, (y) Borrower to the Borrower or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page any Subsidiary of the Disclosure LetterBorrower; (b) purchase money Indebtedness existing on to finance the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensionsacquisition, renewals and replacements construction, or improvement, or capital lease of any assets (including equipment); provided that such Indebtedness that do when incurred shall not increase exceed the then outstanding principal amount thereofpurchase 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 (iincluding Indebtedness at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is as long as such Indebtedness was not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarycreated in anticipation thereof; (d) Guarantees 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 any Subsidiary a bank or other person of Indebtedness of NAI a check, draft or any other Subsidiarysimilar 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 Indebtedness of any Subsidiary incurred to finance permitted above which, in the acquisition, construction or improvements of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition case of any such assets extension, refinancing, renewal or secured by a Lien on any such assets (and additionsreplacement, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do does not increase the then outstanding principal amount thereof; provided that such of the Indebtedness is being extended, refinanced, renewed or replaced, other than amounts incurred prior to or within 120 days after such acquisition or pay the completion costs of such construction extension, refinancing, renewal or improvementreplacement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;and (f) any other Indebtedness of any Person that becomes not otherwise permitted by this Section 7.2.4 in a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% to exceed fifteen percent (15%) of Consolidated Total Net Tangible Assets in the aggregate at any one time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI will not permit With respect to the Subsidiaries (other than any Subsidiary to that is a Loan Party), incur, create, incurissue, assume or permit to exist any IndebtednessIndebtedness or preferred stock, except: (a) by Guarantee Indebtedness or assumption preferred stock existing on the Third Amendment and Restatement Effective Date and having a principal amount (or, in the case of preferred stock, a liquidation preference), in each case less than $25,000,000 and, in the case of any obligations evidenced such Indebtedness, any extensions, renewals or created by (x) any replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Operative DocumentsObligations, (y) or other comparable agreements between BNPPLC remains so subordinated on terms no less favorable to the Lenders, and NAI covering other properties, or (z) the Credit Agreement referenced on original obligors in respect of such Indebtedness remain the first page of the Disclosure Letteronly obligors thereon; (b) Indebtedness created or existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofhereunder; (c) intercompany Indebtedness of (i) any Subsidiary or preferred stock to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary the extent owing to any other Subsidiary that is not a Material Domestic or held by the Company or another Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary (other any Subsidiary that is a Loan Party) incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 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 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (f) Indebtedness of any 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 becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and extensionsafter such Person becomes a Subsidiary, renewals no Event of Default or Default shall have occurred and replacements of any such Indebtedness that do not increase be continuing and (iii) the outstanding aggregate principal amount thereofof Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed the greater of (x) $1,250,000,000 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 any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancesbusiness; (h) additional Indebtedness (including attributable Indebtedness in respect of Swap Agreements Sale and Leaseback Transactions) or preferred stock of the Subsidiaries (other any Subsidiary that is a Loan Party) to the extent not otherwise permitted under subparagraph 3(B)(4by the foregoing clauses of this Section 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 Company and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (i) Indebtedness in respect of Subsidiaries which are netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or in connection with any automated 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 Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingprohibited hereunder; and (jk) other Indebtedness of owing to any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is insurance company in pro forma compliance connection with the maximum Leverage Ratio financing of insurance premiums permitted under subparagraph 3(C)(1)by such insurance company in the ordinary course of business.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 7.04 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness issued to the Borrower or any other Subsidiary; (c) Indebtedness incurred to finance the acquisition, construction or improvement of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of fixed or in connection with such Person becoming a Subsidiarycapital assets, 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 360 days after such acquisition or the completion of such construction or improvement; (gd) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary; (e) Indebtedness as an account party in respect of trade letters of credit; (f) Indebtedness arising in connection with (x) the sale of accounts receivable in the ordinary course of business or (y) any Permitted Receivables Program (in each case to the extent the sale by the applicable Subsidiary of its accounts receivable is deemed to be Indebtedness of such Subsidiary); (g) performance, bank advance payment, warranty and bid guarantees and bankers’ acceptances;other similar guarantees of payment (other than in respect of Indebtedness for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) other Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount (or the termination amount thereof, in the case of foreign exchange, swap or derivative transactions to the extent deemed to be Indebtedness), when aggregated with the amount of all Indebtedness or other obligations secured by Liens permitted by Section 7.01(o) (but without duplication thereof if such Indebtedness is secured by such Liens), not exceeding 5the greater of (i) $1,000,000,000 or (ii) 15% of Consolidated Total Net Tangible Assets at any time outstanding; and as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basisb), NAI is in pro forma compliance with as the maximum Leverage Ratio permitted under subparagraph 3(C)(1)case may be.

Subsidiary Indebtedness. NAI Each Borrower will not permit any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) to create, incur, assume or permit to exist any IndebtednessIndebtedness or Attributable Debt, except: (a) by Guarantee or assumption Guarantees of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness Indebtedness, including Guarantees, existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof6.01; (c) Guarantees of Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) other than any Subsidiary that is not a Material Domestic Borrower at such time or any Subsidiary Guarantor) to any other Subsidiary that the extent such Indebtedness is not a Material Domestic Subsidiarypermitted under this Agreement; (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI to FCX or any other Subsidiary; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any existing Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(i); (f) Indebtedness and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.04, in each case incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of thereof but excluding Project Financings; provided that (i) any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensions(ii) any such Attributable Debt is incurred in accordance with Section 6.04; (g) Project Financings and Guarantees thereof in each case by the direct or indirect parent or parents of the applicable Project Financing Subsidiary; (h) letters of credit in connection with environmental assurances and reclamation, renewals provided that the aggregate face amount of all outstanding letters of credit issued pursuant to this paragraph (h), when taken together with the aggregate amount of cash and replacements other assets of FCX and the Subsidiaries securing, in accordance with Section 6.02(k), (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims (other than cash and other assets of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) securing any letter of credit as to which any Subsidiary (other than any Subsidiary that is a Borrower at such time or a Subsidiary Guarantor) is the account party), shall not at any time exceed $1,250,000,000; (i) other Indebtedness (including, for the avoidance of doubt, letters of credit in connection with environmental assurances and reclamation) and Attributable Debt in respect of sale and leaseback transactions permitted pursuant to Section 6.04, provided that, at the time of incurrence of any such Indebtedness and Attributable Debt and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to this paragraph (i), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt of FCX, any Subsidiary that do is a Borrower at such time or any Subsidiary Guarantor secured by a Lien pursuant to Section 6.02(l) and (iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(o) shall not exceed the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets (provided, however, that the limitations set forth in clauses (A) and (B) shall not restrict the incurrence of any Indebtedness or Attributable Debt under this paragraph (i) which (1) is incurred to refinance Indebtedness or Attributable Debt previously incurred pursuant to this paragraph (i) and (2) does not increase the outstanding principal amount thereof; (f) of such refinanced Indebtedness or Attributable Debt by more than the amount of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary accrued interest thereon and is not created in contemplation of or fees, expenses and premiums paid in connection with such Person becoming a Subsidiary, refinancing); (j) Indebtedness under the MMR Senior Notes; (k) Indebtedness and extensions, renewals and replacements Attributable Debt incurred in connection with the refinancing of any Indebtedness or Attributable Debt outstanding pursuant to Section 6.01(b), (e), (f), (g) or (j), provided that such Indebtedness that do refinancing shall not increase the outstanding principal amount thereof; (g) of the Indebtedness or Attributable Debt being refinanced by more than the amount of any Subsidiary as an account party accrued interest thereon and fees, expenses and premiums paid in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingconnection with such refinancing; and (jl) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at PTFI under the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Revolving Credit Agreement.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred Equity Interests except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative DocumentsIndebtedness, (y) preferred stock or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness preferred Equity Interests existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extension, renewal or replacement; (fb) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall have been assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (c) Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided that such Indebtedness, preferred stock or preferred Equity Interests shall not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 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 Refinancing Indebtedness in respect of any of the foregoing; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; , or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired and (ii) no Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged or consolidated) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and extensions, renewals and replacements Refinancing Indebtedness in respect of any such of the foregoing; (f) Guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided that do not increase (i) the outstanding principal amount thereofIndebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that shall guarantee Indebtedness of the Company shall also have guaranteed the Obligations under an agreement satisfactory in form and substance to the Administrative Agent; (g) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (h) Indebtedness owed in respect of any Subsidiary as an account party overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of workers’ compensation claims and bid, performance or surety bonds, and Indebtedness in respect of letters of credit, bank guarantees and bankers’ acceptancessimilar instruments issued for the account of any Subsidiary in the ordinary course of business supporting such obligations; (hj) Indebtedness arising in connection with the endorsement of instruments for collection or deposit in the ordinary course; (k) other Indebtedness not expressly permitted by clauses (a) through (j) above; provided that the sum of (i) the aggregate principal amount of outstanding obligations secured by Liens permitted under Section 6.01(f), (ii) the aggregate outstanding principal amount of Indebtedness permitted under this clause (k) and (iii) the aggregate outstanding amount of Attributable Debt in respect of Swap Agreements Sale and Leaseback Transactions permitted under subparagraph 3(B)(4); (iby Section 6.03(b) Indebtedness shall not at any time exceed the greater of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5$125,000,000 and 15% of Consolidated Total Assets at any time outstandingNet Tangible Assets; and (jl) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted Borrowing Subsidiaries under subparagraph 3(C)(1)this Agreement.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary of its Subsidiaries to createcreate or suffer to exist, incur, assume or permit to exist any Indebtedness, exceptIndebtedness other than: (ai) by Guarantee Indebtedness owing to the Borrower or assumption of any obligations evidenced or created by (x) any wholly-owned Subsidiary of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterBorrower; (bii) existing Indebtedness existing outstanding on the date hereof Effective Date, and set forth listed on Schedule 5.03(g) (the “Existing Subsidiary Indebtedness”), and any Indebtedness extending the maturity of, or replacing, refunding, renewing or refinancing, in Schedule 6.01 to whole or in part, the Disclosure Letter and extensionsExisting Subsidiary Indebtedness; provided, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofof such Existing Subsidiary Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (ciii) Debt secured by Liens permitted by Section 5.03(a)(ii); (iv) guarantees by any Subsidiary in respect of Indebtedness of any other Subsidiary otherwise permitted under this Section 5.03(g); (v) any Indebtedness of (iA) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after of the date hereof; provided that Borrower to the extent 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, Subsidiary and extensions, renewals and replacements of any (B) a Subsidiary to the extent such Indebtedness is assumed in connection with an acquisition made by such Subsidiary and is not created in contemplation of such acquisition (such Indebtedness, described in subclauses (A) and (B), together being the “Assumed Indebtedness”) and any Indebtedness extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, any Indebtedness referred to in subclauses (A) and (B); provided, that do not increase the outstanding principal amount thereofof such Assumed Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (gvi) any guarantees for the Advances, L/C Obligations or any other obligations under or in connection with the Loan Documents or any other Indebtedness of the Borrower so long as any Subsidiary as an account party that guarantees such Indebtedness also guarantees the Advances, L/C obligations and other obligations under or in respect of letters of credit, bank guarantees and bankers’ acceptancesconnection with the Loan Documents on a ratable basis; (hvii) Indebtedness endorsement of negotiable instruments for deposit or collection or similar transactions in respect the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingbusiness; and (jviii) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time aggregating for all of the incurrence thereof and after giving effect thereto Borrower’s Subsidiaries, together with (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio 1) Indebtedness secured by Liens permitted under subparagraph 3(C)(1)Section 5.03(a)(v) and (2) the aggregate fair value of Property sold pursuant to sale and lease-back transactions permitted by Section 5.03(f)(iv) above with respect to which the applicable lease remains in effect, an amount not to exceed in an aggregate amount not to exceed the greater of (x) $35,000,000 and (y) 7.5% of Net Worth.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary Material Subsidiaries (excluding HDFS and HDFC) to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) by Guarantee or assumption of the Obligations and any obligations evidenced or other Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing or contemplated on the date hereof Closing Date and set forth in on Schedule 6.01 to the Disclosure Letter 6.2.1(b) and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type to the extent that do such extension, renewal or replacement does not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary of Harley incurred pursuant to any Material Domestic Subsidiary and Permitted Finance Receivables Securitization (ii) including, without limitation, any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic SubsidiaryPermitted Securitization Recourse Obligations); (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI Harley to any Company or any other SubsidiarySubsidiary of Harley; (e) Indebtedness of any Subsidiary incurred subject to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior permitted to the acquisition thereof, and extensions, renewals and replacements of any secure such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior pursuant to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSection 6.2.2; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank ; (g) guarantees and bankers’ acceptancesin respect of Indebtedness of Harley or any Subsidiary of Harley that is otherwise permitted hereunder; (h) Indebtedness arising under capitalized leases and purchase money obligations, in each case to finance the purchase, repair or improvement of fixed or capital assets, and extensions, renewals and replacements thereof, provided that any Lien in respect of Swap Agreements permitted under subparagraph 3(B)(4thereof shall be subject to the proviso in Section 6.2.2(b); (i) Indebtedness assumed in connection with any acquisition not prohibited under this Agreement (or, to the extent the principal amount thereof does not exceed the Indebtedness refinanced or replaced, Indebtedness incurred to refinance or replace any Indebtedness that would otherwise be assumed in connection with such an acquisition, but otherwise excluding Indebtedness incurred in contemplation of such an acquisition) and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type to the extent that such extension, renewal or replacement does not increase the principal amount thereof; (j) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (k) Indebtedness consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of equity interests to the extent not prohibited by this Agreement; (l) Indebtedness incurred in connection with acquisitions or dispositions not prohibited under this Agreement constituting indemnification obligations or the adjustment of the purchase price or similar adjustments; (m) Indebtedness under deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions not prohibited under this Agreement; (n) Indebtedness incurred in respect of cash management services, netting services, overdraft protection (so long as such overdraft is not outstanding for a period of more than two (2) Business Days) and similar arrangements, in each case in the ordinary course of business; (o) Indebtedness consisting of take-or-pay obligations contained in supply or similar arrangements in the ordinary course of business; (p) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of performance and surety, stay, customs, appeal and performance bonds and performance and completion guarantees or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business; (r) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes; (s) unsecured Indebtedness of H-D Varese Holding Co. S.r.l. and its Subsidiaries which are not Material Domestic Subsidiaries (including successors and assigns) in an aggregate principal amount not exceeding 5% of Consolidated Total Assets €200,000,000 at any time outstanding; (t) unsecured Indebtedness of Harley-Davidson Financial Services Canada, Inc. and its Subsidiaries (including successors and assigns) in an aggregate principal amount not exceeding $300,000,000 at any time outstanding; (u) Subordinated Indebtedness and Subordinated Intercompany Indebtedness; and (jv) other unsecured Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio not otherwise permitted under subparagraph 3(C)(1)this Section 6.2.1 in an aggregate principal amount not exceeding $100,000,000 at any time outstanding.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative DocumentsIndebtedness, (y) preferred stock or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness preferred equity securities existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (cb) Indebtedness Indebtedness, preferred stock or preferred equity securities of (i) any Person becoming a Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary after the date hereof existing at the time such Person becomes a Subsidiary; provided that such Indebtedness, preferred stock or preferred equity securities is not incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (ec) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensions(ii) such Indebtedness does not exceed the cost of acquiring, renewals and replacements constructing or improving such fixed or capital assets; (d) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (e) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided such Indebtedness that do not increase the outstanding principal amount thereofof any other Subsidiary so guaranteed is permitted under clauses (c), (d) or (m) of this Section; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created foreign Subsidiaries in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding an aggregate principal amount outstanding at any one time not to exceed US$75,000,000 (or with respect to any other currency, the US Dollar equivalent thereof); (g) Indebtedness deemed to arise from the payment of any Subsidiary as insurance premiums on an account party installment basis in respect the ordinary course of letters of credit, bank guarantees and bankers’ acceptancesbusiness; (h) Indebtedness incurred in respect of Swap connection with Hedging Agreements permitted under subparagraph 3(B)(4)entered into for non-speculative purposes; (i) Indebtedness under any overdraft facilities entered into in the ordinary course of Subsidiaries which are not Material Domestic Subsidiaries business; (j) Indebtedness in an aggregate principal amount not exceeding 5% respect of Consolidated Total Assets at workers’ compensation claims, and bid, performance or surety bonds; (k) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course; (l) Indebtedness incurred by any time outstandingBroker Dealer Subsidiary in the ordinary course of its business; and (jm) other Indebtedness not expressly permitted by clauses (a) through (l) above; provided that the sum of (i) the aggregate principal amount of Indebtedness permitted under this clause (m), (ii) the aggregate principal amount of outstanding obligations secured by Liens permitted under Section 6.01(n) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of (y) US$100,000,000 and (z) 15% of Consolidated Net Tangible Assets measured at the date of incurrence of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)such Indebtedness.

Subsidiary Indebtedness. NAI Each Borrower will not permit any Subsidiary (other than PTFI, PXP or any Subsidiary Guarantor) to create, incur, assume or permit to exist any IndebtednessIndebtedness or Attributable Debt, except: (a) by Guarantee or assumption Guarantees of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness Indebtedness, including Guarantees, existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof6.01; (c) Guarantees of Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) other than PTFI, PXP or any Subsidiary that Guarantor) to the extent such Indebtedness is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarypermitted under this Agreement; (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI to FCX or any other Subsidiary; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any existing Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(i); (f) Indebtedness and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.04, in each case incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of thereof but excluding Project Financings; provided that (i) any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensions(ii) any such Attributable Debt is incurred in accordance with Section 6.04; (g) Project Financings and Guarantees thereof in each case by the direct or indirect parent or parents of the applicable Project Financing Subsidiary; (h) letters of credit in connection with environmental assurances and reclamation, renewals provided that the aggregate face amount of all outstanding letters of credit issued pursuant to this paragraph (h), when taken together with the aggregate amount of cash and replacements other assets of FCX and the Subsidiaries securing, in accordance with Section 6.02(k), (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims (other than cash and other assets of any Subsidiary (other than PTFI, PXP or any Subsidiary Guarantor) securing any letter of credit as to which any Subsidiary (other than PTFI, PXP or a Subsidiary Guarantor) is the account party), shall not at any time exceed $1,250,000,000; (i) other Indebtedness (including, for the avoidance of doubt, letters of credit in connection with environmental assurances and reclamation) and Attributable Debt in respect of sale and leaseback transactions permitted pursuant to Section 6.04, provided that, at the time of incurrence of any such Indebtedness and Attributable Debt and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to this paragraph (i), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt of FCX, PTFI, PXP or any Subsidiary Guarantor secured by a Lien pursuant to Section 6.02(l) and (iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(o) shall not exceed the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets (provided, however, that do the limitations set forth in clauses (A) and (B) shall not restrict the incurrence of any Indebtedness or Attributable Debt under this paragraph (i) which (1) is incurred to refinance Indebtedness or Attributable Debt previously incurred pursuant to this paragraph (i) and (2) does not increase the outstanding principal amount thereof; (f) of such refinanced Indebtedness or Attributable Debt by more than the amount of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary accrued interest thereon and is not created in contemplation of or fees, expenses and premiums paid in connection with such Person becoming a Subsidiary, refinancing); (j) Indebtedness under the MMR Senior Notes; and (k) Indebtedness and extensions, renewals and replacements Attributable Debt incurred in connection with the refinancing of any Indebtedness or Attributable Debt outstanding pursuant to Section 6.01(b), (e), (f), (g) or (j), provided that such Indebtedness that do refinancing shall not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof Indebtedness or Attributable Debt being refinanced by more than the amount of accrued interest thereon and after giving effect thereto (on a pro forma basis)fees, NAI is expenses and premiums paid in pro forma compliance connection with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)such refinancing.

Subsidiary Indebtedness. NAI Parent will not permit any Subsidiary (other than the Borrower) to create, incur, assume or permit suffer to exist exist, any Indebtedness, exceptother than: (a) by Guarantee Indebtedness owed to Parent or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterto a wholly owned Subsidiary; (b) Indebtedness existing on the date hereof Effective Date (whether such Indebtedness is Indebtedness of a subsidiary of Parent or a subsidiary of the Borrower) and set forth in described on Schedule 6.01 to (the Disclosure Letter “Existing Indebtedness”), and extensionsany Indebtedness extending the maturity of, renewals and replacements of any such Indebtedness or refunding or refinancing, in whole or in part, the Existing Indebtedness; provided that do not increase the then outstanding principal amount thereofof such Existing Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a result of, or in connection with, such extension, refunding or refinancing; (c) Indebtedness endorsement of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarynegotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided hereof that such Indebtedness exists is existing at the time such Person becomes a Subsidiary and is not created (other than Indebtedness incurred solely in contemplation of or in connection with such Person becoming a Subsidiary) and any Indebtedness extending the maturity of, or refunding or refinancing, such Indebtedness, in whole or in part; provided that the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and extensionsthe direct and contingent obligors therefor shall not be changed as a result of, renewals and replacements of any or in connection with, such Indebtedness that do not increase the outstanding principal amount thereof;extension, refunding or refinancing; and (ge) other Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)outstanding not to exceed $750,000,000.

Subsidiary Indebtedness. NAI The Borrower will not permit any Significant Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals renewals, replacements and replacements refinancings of any such Indebtedness that do not increase the then outstanding principal amount thereof, plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with any such extension, renewal, replacement or refinancing; (b) Indebtedness to the Borrower or any Subsidiary; (c) Guarantees of Indebtedness of (i) the Borrower or any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals renewals, replacements and replacements refinancings of any such Indebtedness that do not increase the then outstanding principal amount thereofIndebtedness; provided that (i) such Indebtedness is incurred prior to or within 120 days six months after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding; (fe) Indebtedness of any Person that becomes a Subsidiary after the date hereof or that is secured by an asset when such asset is acquired by a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or at the time of such acquisition and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary or such acquisition and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $50,000,000 at any time outstanding; (f) Indebtedness incurred under the Clearinghouse Facility and extensions, renewals renewals, replacements and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal aggregate (drawn and undrawn) commitments thereunder to an amount thereofin excess of $1,250,000,000; (g) contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations to the extent any such obligations constitute Indebtedness; (h) 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; (i) 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; (i) Indebtedness under the GFX Guaranty and (ii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the extent any such obligations constitute Indebtedness, in each case of this clause (ii) provided with respect to obligations incurred or arising in the ordinary course of its business; (k) Indebtedness as an account party in respect of (A) trade letters of credit, bank guarantees and bankers’ acceptancescredit or (B) stand-by letters of credit provided in connection with the GFX Guaranty or the SGX Offset Agreement; (hl) subordinated Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4);owed by any subsidiary to the Borrower or any other subsidiary which Indebtedness is incurred or created to meet regulatory capital requirements; and (im) other unsecured and secured Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount, when taken together with the aggregate principal amount outstanding of Indebtedness of the Borrower (other than (x) Indebtedness created hereunder (y) Indebtedness arising under commercial paper issued by the Borrower and (z) Indebtedness that the Borrower would have been permitted to incur in reliance on this Section 6.02 (other than paragraph (m) hereof) if this Section 6.02 including clauses (a) through (l) applied to the Borrower) not exceeding 5% of Consolidated Total Assets $25,000,000 outstanding at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)time.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) intercompany Indebtedness existing on among the date hereof Borrower and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofits Subsidiaries or among Subsidiaries; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior Person to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that extent such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists existing at the time such Person becomes a Subsidiary member of the Consolidated Group and, any refinancings, replacements or extensions thereof so long as the amount of 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, is not increased at the time of such refinancing, replacement or extension, provided such (i) Indebtedness is not created in contemplation thereof and (ii) the 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 in connection 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 Person becoming a Subsidiary, or changes in the value of securities issued by such Person, and extensionsnot for purposes of speculation or taking a “market view;” and (e) other Indebtedness, renewals and replacements of any such Indebtedness provided that do not increase the aggregate outstanding principal amount thereof; (g) of such Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); shall not exceed the difference between (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 520% of Consolidated Total Assets at any time outstanding; and Net Worth minus (jii) other the aggregate outstanding principal amount of Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio Borrower secured by Liens permitted under subparagraph 3(C)(1by Section 8.01(q).

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary of the Borrower to create, incur, assume or permit to exist any IndebtednessIndebtedness (including pursuant to any Guarantee of Indebtedness of Holdings, the Borrower or any other Subsidiary), except: (a) by Guarantee Indebtedness existing on the Revolving Effective Date and set forth in Schedule 6.01, but not any extensions, renewals or assumption replacements of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Lettersuch Indebtedness; (b) Indebtedness existing on of any Subsidiary of the date hereof and set forth in Schedule 6.01 Borrower owing to the Disclosure Letter and extensions, renewals and replacements Borrower or any other Subsidiary of any such Indebtedness that do not increase the then outstanding principal amount thereofBorrower; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of the Borrower of Indebtedness of NAI or any other SubsidiarySubsidiary of the Borrower; provided that the Indebtedness so Guaranteed is permitted by this Section; (ed) Indebtedness of any Subsidiary of the Borrower incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assetsassets after the Revolving Effective Date, 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (i) such Indebtedness is incurred prior to or within 120 270 days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (d) (and that is not listed in Schedule 6.01) and clause (e) below shall not exceed $100,000,000 at any time outstanding; (fe) Indebtedness of (i) any Person that becomes a Subsidiary after the date hereof; provided Revolving Effective Date pursuant to a Permitted Acquisition to the extent that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and extensions, renewals and replacements of any (ii) a Subsidiary to the extent that such Indebtedness is assumed in connection with a Permitted Acquisition made by such Subsidiary and is not created in contemplation of such Permitted Acquisition; provided that do not increase the outstanding aggregate principal amount thereof;of Indebtedness permitted by this clause (e) and clause (d) above shall be subject to the limitations set forth in clause (ii) of the proviso at the end of clause (d) above; and (gf) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) other Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries of the Borrower in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)outstanding not exceeding $75,000,000.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterIndebtedness under this Agreement; (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fc) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement by such Subsidiary of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness incurred or assumed in connection with the acquisition, construction or improvement of any such assets, and any Indebtedness secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any of the foregoing Indebtedness referred to in this paragraph that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gf) Indebtedness of any Subsidiary as an account party in respect of letters of creditcredit backing obligations (other than Indebtedness) of any Subsidiary; (g) Indebtedness consisting of industrial development, bank guarantees and bankers’ acceptances;pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; and (h) other Indebtedness not expressly permitted by clauses (a) through (g) above; provided that the sum, without duplication, of (i) the outstanding Indebtedness permitted by this clause (h), (ii) the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted by Section 6.02(n) and (iii) the Attributable Debt in respect of Swap Agreements Sale-Leaseback Transactions permitted under subparagraph 3(B)(4); (iby Section 6.03(b) Indebtedness of Subsidiaries which are does not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5at any time exceed 25% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Assets.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 7.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness to the Borrower or any other Subsidiary; (c) Guarantees of Indebtedness of any Person that becomes a Subsidiary after other Subsidiary; (d) Indebtedness incurred to finance the date hereof; provided that such acquisition, construction, improvement or repair of any fixed or capital asset, including obligations under Capital Leases, mortgage financings, purchase money Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or any Indebtedness assumed in connection with the acquisition of any such Person becoming asset or secured by a SubsidiaryLien 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 360 days after such acquisition or the completion of such construction, improvement or repair and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 in the aggregate at any time outstanding; (ge) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees and bankers’ acceptances; (hf) Indebtedness (i) in respect of performance, bid, surety or appeal bonds and completion guarantees provided in the ordinary course of business and (ii) under Swap Agreements permitted under subparagraph 3(B)(4);Contracts entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; and (ig) other Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets $75,000,000 at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI will not permit any Subsidiary to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing outstanding on the date hereof Closing Date and set forth in listed on Schedule 6.01 to the Disclosure Letter 7.02 and extensionsany refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and replacements fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness that do not increase the then outstanding principal amount thereofbeing refinanced, refunded, renewed or extended; (c) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) any Subsidiary to any Material Domestic Subsidiary such obligations are (or were) entered into by such Person 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 Subsidiary that is not a Material Domestic Subsidiary provision exonerating the non-defaulting party from its obligation to any other Subsidiary that is not a Material Domestic Subsidiarymake payments on outstanding transactions to the defaulting party; (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI Guarantor or any other SubsidiaryLoan Party under and as defined in the WC Term Loan Credit Agreement; (e) Indebtedness Guarantees of any Subsidiary incurred to finance the acquisition, construction or improvements in respect of Indebtedness otherwise permitted hereunder 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSubsidiary; (f) Indebtedness 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, Subsidiary and extensions, renewals and replacements (ii) the aggregate principal amount of any all such Indebtedness that do permitted by this Section 7.02(f) at any one time outstanding shall not increase exceed the outstanding principal amount thereofgreater of $750,000,000 and 15% of the Net Worth of Ultimate Parent; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent at any time, subject in the case of any Subsidiary as an account party such Indebtedness secured by a Lien, to the limitation set forth in respect of letters of credit, bank guarantees and bankers’ acceptancesSection 7.01(j); (h) additional secured or unsecured Indebtedness in respect of Swap Agreements not otherwise permitted under subparagraph 3(B)(4)this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent; (i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingthe Post-Closing Restructuring); and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Acquisition Indebtedness.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; 7.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fb) Indebtedness to the Borrower or any other Subsidiary; (c) Guarantees of Indebtedness of any Person that becomes a Subsidiary after other Subsidiary; (d) Indebtedness incurred to finance the date hereof; provided that such acquisition, construction, improvement or repair of any fixed or capital asset, including obligations under Capital Leases, mortgage financings, purchase money Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or any Indebtedness assumed in connection with the acquisition of any such Person becoming asset or secured by a SubsidiaryLien 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 360 days after such acquisition or the completion of such construction, improvement or repair and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 in the aggregate at any time outstanding; (ge) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees and bankers’ acceptances; (hf) Indebtedness (i) in respect of performance, bid, surety or appeal bonds and completion guarantees provided in the ordinary course of business and (ii) under Swap Agreements permitted under subparagraph 3(B)(4)Contracts entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; (ig) other Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets $75,000,000 at any time outstanding; and (jh) other Indebtedness to the extent required thereunder, Guarantees of any Subsidiary which is a Material Domestic Subsidiary so long as, at Obligations (as defined in the time of Revolving Credit Agreement) under the incurrence thereof and after giving effect thereto (Revolving Credit Agreement; provided that Obligations under this Agreement shall be subject to substantially similar Guarantees on a pro forma basis), NAI is in pro forma compliance with terms reasonably satisfactory to the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Administrative Agent.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred Equity Interests except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative DocumentsIndebtedness, (y) preferred stock or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness preferred Equity Interests existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extension, renewal or replacement; (fb) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall have been assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (c) Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided that such Indebtedness, preferred stock or preferred Equity Interests shall not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 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 Refinancing Indebtedness in respect of any of the foregoing; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; , or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired and (ii) no Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged or consolidated) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and extensions, renewals and replacements Refinancing Indebtedness in respect of any such of the foregoing; (f) Guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided that do not increase (i) the outstanding principal amount thereofIndebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that shall guarantee Indebtedness of the Company shall also have guaranteed the Obligations under an agreement satisfactory in form and substance to the Administrative Agent; (g) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (h) Indebtedness owed in respect of any Subsidiary as an account party overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of workers’ compensation claims and bid, performance or surety bonds, and Indebtedness in respect of letters of credit, bank guarantees and bankers’ acceptancessimilar instruments issued for the account of any Subsidiary in the ordinary course of business supporting such obligations; (hj) Indebtedness arising in respect connection with the endorsement of Swap Agreements permitted under subparagraph 3(B)(4)instruments for collection or deposit in the ordinary course; (ik) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingunder the Credit Agreement; and (jl) other Indebtedness not expressly permitted by clauses (a) through (j) above; provided that the sum of any Subsidiary which is a Material Domestic Subsidiary so long as, at (i) the time aggregate principal amount of the incurrence thereof and after giving effect thereto (on a pro forma basisoutstanding obligations secured by Liens permitted under Section 6.01(f), NAI is in pro forma compliance with (ii) the maximum Leverage Ratio aggregate outstanding principal amount of Indebtedness permitted under subparagraph 3(C)(1)this clause (k) and (iii) the aggregate outstanding amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of $125,000,000 and 15% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, exceptIndebtedness or any preferred stock or other preferred equity interests other than: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) Indebtedness under the Credit Agreement referenced on the first page of the Disclosure LetterDocuments; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and Refinancing Indebtedness in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount respect thereof; (ci) Indebtedness of (i) any Subsidiary to the Company or any Material Domestic other Subsidiary and (ii) preferred stock or other preferred equity interests in any Subsidiary held by the Company or any other Subsidiary; provided that is not a Material Domestic Subsidiary no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other Subsidiary that is not than the Company or a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assetsassets acquired, including Capital Lease Obligations and constructed or improved by the Company or any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereofSubsidiary, and extensions, renewals and replacements Refinancing Indebtedness in respect of any such Indebtedness that do not increase the then outstanding principal amount thereofIndebtedness; provided that such Indebtedness is incurred prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensionsdoes not exceed the cost of acquiring, renewals and replacements of any constructing or improving such Indebtedness that do not increase the outstanding principal amount thereoffixed or capital assets; (fe) Indebtedness Indebtedness, preferred stock or preferred equity interests of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists Indebtedness, preferred stock or preferred equity interests shall exist at the time such Person becomes a Subsidiary and is Subsidiary, shall not be created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary and shall not be secured by any Liens other than Liens permitted under Section 6.02(e), and extensions, renewals and replacements Refinancing Indebtedness in respect of any such Indebtedness that do not increase the outstanding principal amount thereofIndebtedness; (gf) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees credit backing obligations that do not constitute Indebtedness; (g) Indebtedness deemed to exist in connection with any sale and bankers’ acceptances;lease-back transaction permitted under Section 6.03; and (h) other Indebtedness not expressly permitted by clauses (a) through (g) above; provided that the sum, without duplication, of (i) the outstanding Indebtedness permitted solely by this clause (h), (ii) the aggregate principal amount of the outstanding Indebtedness secured by Liens and the outstanding Securitization Transactions permitted solely by Section 6.02(h) and (iii) the Attributable Debt in respect of Swap Agreements Sale-Leaseback Transactions permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are by Section 6.03 does not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at exceed the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Basket Amount.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness or permit to exist any preferred stock or other preferred equity interests, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterIndebtedness under this Agreement; (b) Indebtedness Indebtedness, preferred stock or the preferred equity interests existing on the date hereof and set forth in on Schedule 6.01 to and extensions, renewals or replacements of any such Indebtedness that do not increase the Disclosure Letter outstanding principal amount thereof; (c) World Trade Indebtedness, in an amount at any time outstanding not in excess of the lesser of (i) the World Trade Indebtedness outstanding on the date hereof and (ii) the World Trade Restricted Cash at such time, and the preferred stock of Agilent Technologies (Cayco) Limited relating thereto; (d) Indebtedness, preferred stock or preferred equity interests of Subsidiaries existing at the time they become Subsidiaries and not incurred in contemplation of their becoming Subsidiaries and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement by such Subsidiary 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 (and additionsObligations, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; , and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after to the date hereofCompany or any other Subsidiary; or any preferred stock or other preferred equity interests of any Subsidiary held by the Company or any other Subsidiary; provided that no such Indebtedness exists at or preferred equity interests shall be assigned to, or subjected to any Lien in favor of, a Person other than the time such Person becomes a Subsidiary and is not created in contemplation of Company or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of creditcredit or letters of guarantee, bank guarantees and bankers’ acceptancesin each case backing obligations that do not constitute Indebtedness of any Subsidiary; (h) Indebtedness in respect consisting of Swap Agreements permitted under subparagraph 3(B)(4);industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; and (i) other Indebtedness and preferred stock and other preferred equity interests not expressly permitted by clauses (a) through (h) above; provided that the sum, without duplication, of Subsidiaries which are not Material Domestic Subsidiaries in an (i) the aggregate principal amount of the outstanding Indebtedness, and the aggregate liquidation preference value of the outstanding preferred stock and other preferred equity interests, permitted by this clause (i), (ii) the aggregate principal amount of the outstanding Indebtedness secured by Liens (including Liens deemed to exist in connection with Securitization Transactions) permitted by Section 6.02(j) and (iii) the Attributable Debt in respect of Sale-Leaseback Transactions permitted by Section 6.03(b) does not exceeding 5at any time exceed the greater of (A) $300,000,000 and (B) 10% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Stockholders’ Equity.

Subsidiary Indebtedness. NAI will not permit Permit, at any time, any Subsidiary of the Borrower that is not a Loan Party to create, incur, or assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) by Guarantee Indebtedness owing to (i) the Borrower or assumption of any obligations evidenced or created by a wholly-owned Subsidiary and (xii) any of other Subsidiary in an aggregate principal amount not exceeding $250,000,000; provided, that such Indebtedness shall not have been transferred to any Person other than the Operative DocumentsBorrower or wholly-owned Subsidiary or any other Subsidiary, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letteras applicable; (b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed to finance the acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment or other assets acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business not exceeding the purchase price of such property or equipment or incurred solely for the purpose of financing the acquisition of any such property, equipment or other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property); (c) Indebtedness of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided, that such Indebtedness was not created in contemplation of such merger, consolidation or investment and do not extend to any Person other than the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (d) Indebtedness existing on the date hereof and set forth in listed on Schedule 6.01 to the Disclosure Letter 7.02 (and extensionsany refinancings, refundings, renewals and replacements of any such Indebtedness that do not increase or extensions thereof (without increasing, or shortening the then outstanding maturity of, the principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary)); (e) additional Indebtedness, the aggregate principal amount of which, when combined with the aggregate principal amount of Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements of any fixed or capital assets, including Capital Lease Obligations Borrower and any Indebtedness assumed in connection with the acquisition of any such assets or its Subsidiaries secured by a any Lien on any such assets (and additionspermitted by Section 7.01(m), accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofwould exceed $250,000,000; (f) Indebtedness in respect of any Person that becomes a Subsidiary after bankers’ acceptance, bank guarantees, letter of credit or similar facilities entered into in the date hereof; provided that such ordinary course of business and not in support of borrowed money (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;respect to reimbursement-type obligations regarding workers compensation claims); (g) Guarantees incurred in respect of Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancesthat is permitted to be incurred under this Agreement; (h) Indebtedness in respect of non-speculative Swap Agreements permitted under subparagraph 3(B)(4)Contracts; (i) Indebtedness in respect of Subsidiaries which are commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services, operational foreign exchange management, current account facilities and any arrangements or services similar to any of the foregoing or otherwise in connection with cash management, in each case incurred in the ordinary course of business; (j) Indebtedness of the Borrower or any Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business; (k) Indebtedness in respect of customary “spring recourse” or “bad boy” guarantees with respect to real estate financing transactions entered into by the Borrower or any Subsidiary; provided, that such Guarantee is non-recourse to the Borrower or such Subsidiary other than with respect to losses resulting from customary “bad acts” of the Borrower or such Subsidiary; (l) Guarantees in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets; (m) unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Borrower or any Subsidiary in the ordinary course of business to the extent that the unfunded amounts would not Material Domestic Subsidiaries otherwise cause an Event of Default under Section 8.01(i); (n) Indebtedness incurred in an connection with any Permitted Recourse Financing Transactions, provided that the aggregate principal amount of such Indebtedness shall not exceeding 5% of Consolidated Total Assets exceed $250,000,000 at any time outstanding; and (jo) other Indebtedness incurred in connection with any Permitted True Sale Transactions by Permitted Purchasers, provided that the aggregate principal amount of all Indebtedness of all such Permitted Purchasers incurred in connection with such true sale transactions shall not exceed $250,000,000 at any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)outstanding.

Subsidiary Indebtedness. NAI will not permit Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, assume issue or permit otherwise be liable in any manner in connection with or suffer to exist exist, any Indebtedness, except: (a) by Guarantee Indebtedness or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or preferred stock other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of than (i) Indebtedness for Borrowed Money and preferred stock which does not exceed at any Subsidiary to any Material Domestic Subsidiary and time outstanding an aggregate amount for all Significant Subsidiaries of $100,000,000 (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; for purposes of this clause (d) Guarantees by any Subsidiary i), the amount of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase for Borrowed Money will be the outstanding principal amount thereof; , and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (fii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof; provided that , if such Indebtedness exists for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and is was not created in contemplation of or in connection with such Person becoming a Subsidiarythereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and extensionspreferred stock held by, renewals the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gv) Indebtedness of for Borrowed Money existing on the date hereof, any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries refinancing thereof in an aggregate principal amount not exceeding greater than the CERC 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, -YEAR REVOLVING CREDIT AGREEMENT outstanding amount thereof at the time of such refinancing and any preferred stock existing on the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)date hereof.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary of Borrower to create, incur, assume assume, suffer to exist, or permit to exist otherwise be liable with respect to, any Indebtedness, Indebtedness except: (a) Indebtedness existing on the Effective Date and disclosed in Schedule 7.3, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) an amount equal to a reasonable premium or other comparable agreements between BNPPLC reasonable amount paid, and NAI covering other propertiesfees and expenses reasonably incurred, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterin connection with such refinancing; (b) Indebtedness existing on under the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofLoan Documents; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Borrower or any other Subsidiary that is not a Material Domestic Subsidiaryof the Borrower; (d) Guarantees Indebtedness owed under Cash Management Agreements entered into by any Subsidiary such Person in the ordinary course of Indebtedness of NAI or any other Subsidiarybusiness; (e) Indebtedness of obligations (contingent or otherwise) existing or arising under any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofSwap Contract; provided that (i) such Indebtedness is incurred prior obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to or within 120 days after such acquisition or make payments on outstanding transactions to the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofdefaulting party; (f) Indemnification or similar provisions in leases entered into from time to time, in the ordinary course of business, by any Subsidiary for equipment or vehicles; (g) Indebtedness in respect of any Customer Finance Program; (h) Indebtedness of any Person acquired by Borrower or any of its Subsidiaries that becomes a Subsidiary after the date hereof; provided hereof that such Indebtedness exists is outstanding at the time such Person becomes a Subsidiary and is was not created incurred in contemplation of such Person becoming a Subsidiary and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofrefinancing; (gi) obligations in respect of Swap Contracts entered into for the purpose of hedging or to mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities (including currency, interest rate and commodity pricing risks); (j) Indebtedness of any Subsidiary as an account party incurred under sale and leaseback transactions permitted under Section 7.4; (k) Indebtedness owed to (including obligations in respect of letters of creditcredit or bank Guaranties or similar instruments for the benefit of) any person providing workers’ compensation, bank guarantees and bankershealth, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary pursuant to reimbursement or indemnification obligations to such person; provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ acceptancescompensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (hl) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligation contained in supply agreements, in each case, in the ordinary course of business; (m) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4)performance, bid, appeal and surety bonds, completion Guaranties and similar obligations provided by the Borrower or any Subsidiary, including those to secure workers’ compensation, disability, health, safety and environmental obligations in the ordinary course of business; (in) Indebtedness arising from the honoring by a bank or other financial institution of Subsidiaries which are not Material Domestic Subsidiaries a check, draft or similar instrument drawn against insufficient funds or other cash management services in an aggregate principal amount not exceeding the ordinary course of business; provided, that such Indebtedness is extinguished within five (5% ) Business Days of Consolidated Total Assets at any time outstandingits incurrence; (o) to the extent the guarantee contemplated by the final sentence of this Section 7.3 has been executed, delivered and is effective, Guaranty Obligations with respect to the Senior Notes Indentures; and (jp) other Indebtedness in addition to that described in Sections 7.3(a) through 7.3(o) above so long as the aggregate outstanding amount of Priority Indebtedness at any time does not exceed 10% of Consolidated Net Tangible Assets. Notwithstanding the foregoing, in no event shall any Subsidiary which is a Material Domestic Subsidiary so long as, at the time permit to exist any Guaranty Obligation with respect to (i) any Senior Note Indebtedness or (ii) any other Indebtedness of the incurrence thereof Borrower in excess of $50,000,000, in each case without such Subsidiary also guaranteeing the Indebtedness under the Loan Documents pursuant to a guarantee in form and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with substance reasonably satisfactory to the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Administrative Agent.

Subsidiary Indebtedness. NAI will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee The Borrower will not cause or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) permit any Subsidiary that is not a Material Domestic Guarantor to Incur any Indebtedness. (b) Section 7.02(a) shall not apply to the following items of Indebtedness: (i) (A) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary to any other Subsidiary that in connection with an acquisition of substantially all the assets of such Person, so long as such indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and (B) Refinancing Indebtedness thereof, so long as such Refinancing Indebtedness is not a Material Domestic SubsidiaryIncurred by the same Person(s) as the indebtedness being refinanced or replaced; (dii) Guarantees by any Subsidiary of (A) Indebtedness of NAI a Person existing at the time such Person becomes a Subsidiary, so long as such indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and (B) Refinancing Indebtedness thereof, so long as such Refinancing Indebtedness is Incurred by the same Person(s) as the indebtedness being refinanced or any other Subsidiaryreplaced; (eiii) (A) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations Capitalized Leases, purchase money obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof; provided that the amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; and extensions(B) Refinancing Indebtedness thereof, renewals so long as such Refinancing Indebtedness is Incurred by the same Person(s) as the indebtedness being refinanced or replaced; (iv) Indebtedness of the Borrower owing to and replacements held by any Subsidiary or indebtedness of a Subsidiary owing to and held by the Borrower or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $175.0 million; (vi) Indebtedness owed in respect of any such Indebtedness that do not increase the then outstanding principal amount thereofoverdrafts, netting protections and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness is incurred prior to or indebtedness shall be repaid in full within 120 days after such acquisition or five Business Days of the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount Incurrence thereof; (fvii) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankerssimilar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (A) workers’ acceptancescompensation, unemployment insurance and other social security legislation and (B) tenders, bids, trade contracts, leases (other than capitalized lease obligations or Synthetic Lease Obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds, appeal bonds and other obligations of a like nature; (hviii) Swap Contracts entered into other than for speculative purposes; (ix) Indebtedness consisting of the financing of insurance premiums; (x) Indebtedness outstanding on the Effective Date and listed on Schedule 7.02 and any Refinancing Indebtedness thereof; (xi) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (xii) Indebtedness incurred in any acquisition or other transaction permitted hereunder, in each case to the extent constituting indemnification obligations, incentive, non-compete or other similar arrangements, or obligations in respect of Swap Agreements permitted under subparagraph 3(B)(4)purchase price (including earn-outs) or other similar adjustments; (ixiii) obligations in respect of any agreement to provide cash management services, including credit or debit card, electronic funds transfer, credit card or purchase card services and other cash management arrangements; (xiv) Indebtedness on account of Subsidiaries which are not Material Domestic Subsidiaries or in respect of letters of credit obtained in the ordinary course of business in connection with foreign operations or branches in an aggregate principal amount not exceeding 5% of Consolidated Total Assets $10,000,000 at any time outstanding; and (jxv) other Indebtedness not excepted by clauses (i) through (xiv) above; provided that after giving effect thereto, Exempted Debt does not exceed $145.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of any Subsidiary which is a Material Domestic Subsidiary so long asmore than one of clauses of (i) through (xv) above, the Borrower, in its sole discretion, will be permitted to classify such indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (xv) above may later be reclassified by the incurrence thereof Borrower, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other of such clauses to the extent that such reclassified indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred under any of clauses (i) through (xv) above by a Subsidiary that subsequently becomes a Guarantor will cease to be outstanding under such clause at such time as such Subsidiary becomes a Guarantor until such time, if any, that the Borrower, in its sole discretion, elects to classify or re-classify such indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary from the Guaranty as permitted under Section 9.10. (e) For purposes of this covenant: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and after giving effect thereto the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (on a pro forma basis), NAI is ii) in pro forma determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum Leverage Ratio permitted under subparagraph 3(C)(1)amount of Indebtedness that the Borrower and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary (other than a Subsidiary that is a Note Party) to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness under the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Senior Secured Credit Agreement referenced on the first page of the Disclosure LetterFacility in an aggregate principal amount not to exceed $75,000,000; (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 10.3, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements refinancings of any such Indebtedness that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (fc) Indebtedness owed to the Company or any Subsidiary; provided that (i) such Indebtedness shall not have been transferred or assigned to any Person other than the Company or any Subsidiary and (ii) if such Indebtedness is owed from a Note Party to a Subsidiary that is not a Note Party, such Indebtedness shall be Subordinated Debt; (d) guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided, that in the case of any such guarantee of Indebtedness of the Company or any Note Party, such Subsidiary shall have become a Note Party hereunder; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists existing at the time such Person becomes a Note Party or Subsidiary and or is not created merged with or into the Company or any of its Subsidiaries, provided that such Indebtedness was in contemplation existence prior to the date of such acquisition, merger or in connection with such Person becoming a Subsidiaryconsolidation, and was not incurred in anticipation thereof, and any extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such obligations and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; provided, that the aggregate principal amount of outstanding Indebtedness incurred pursuant to this Section 10.3(e), together with the -28- aggregate principal amount of outstanding Indebtedness incurred pursuant to Section 10.3(i), shall not at any time exceed $35,000,000. (f) Non-Recourse Indebtedness which does not exceed fifty percent (50%) of the fair market value of the Real Estate Inventory which secures such Indebtedness; provided, that the aggregate principal amount of outstanding Non-Recourse Indebtedness incurred pursuant to this Section 10.3(f), shall not at any time exceed fifteen percent (15%) of Stockholders Equity (as set forth on the financial statements most recently delivered pursuant to Section 7.1(a) or (b)); (g) Indebtedness Swap Obligations arising in the ordinary course of any Subsidiary as an account party in respect of letters of credit, bank guarantees business and bankers’ acceptancesnot for speculative purposes; (h) Indebtedness Capitalized Lease Obligations incurred in respect the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4);business; and (i) Indebtedness of Subsidiaries which a Subsidiary, if (i) the Subsidiary (x) was acquired or became a Subsidiary after December 15, 2015 or (y) was formed December 15, 2015 for the purpose of acquiring assets and (ii) the proceeds of such Indebtedness are not Material Domestic Subsidiaries in an used by such Subsidiary to finance the construction of Real Estate Inventory; provided, that (A) the aggregate principal amount of Indebtedness incurred by any such Subsidiary pursuant to this Section 10.3(i) shall not exceeding 5% exceed the Consolidated Tangible Net Worth of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any such Subsidiary which is a Material Domestic Subsidiary so long as, at the time of incurrence of such Indebtedness and (B) the incurrence thereof and after giving effect thereto (on a pro forma basisaggregate principal amount of outstanding Indebtedness incurred pursuant to this Section 10.3(i), NAI is in pro forma compliance together with the maximum Leverage Ratio permitted under subparagraph 3(C)(1aggregate principal amount of outstanding Indebtedness incurred pursuant to Section 10.3(e), shall not at any time exceed $35,000,000.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals renewals, replacements and replacements refinancings of any such Indebtedness that do not increase the then outstanding principal amount thereof, plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with any such extension, renewal, replacement or refinancing; (b) Indebtedness to the Borrower or any Subsidiary; (c) Guarantees of Indebtedness of (i) the Borrower or any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, development, construction or improvements improvement of any fixed or fixed, real, capital and/or tangible 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals renewals, replacements and replacements refinancings of any such Indebtedness that do not increase the then outstanding principal amount thereofIndebtedness; provided that (i) such Indebtedness is incurred prior to or within 120 days six months after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (d) outstanding at any time shall not exceed (x) $250,000,000 plus (y) the amount of Indebtedness available to be used at such time under Section 6.02(e) (and which is not so used at such time under Section 6.02(e)); (fe) Indebtedness of any Person that becomes a Subsidiary after the date hereof or that is secured by an asset when such asset is acquired by a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or at the time of such acquisition and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary or such acquisition and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) outstanding at any time shall not exceed (x) $250,000,000 plus (y) the amount of Indebtedness available to be used at such time under Section 6.02(d) (and which is not so used at such time under Section 6.02(d)); (f) Indebtedness incurred under (i) any Clearinghouse Facility and extensions, renewals renewals, replacements and refinancings thereof in whole or in part and (ii) any Repo Clearing Facility and extensions, renewals, replacements of any such Indebtedness that do not increase the outstanding principal amount thereofand refinancings thereof in whole or in part; (g) Indebtedness of any Subsidiary as an account party contingent liabilities in respect of letters any indemnification, adjustment of creditpurchase price, bank guarantees non-compete, consulting, deferred compensation and bankers’ acceptancessimilar obligations to the extent any such obligations constitute Indebtedness; (h) 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 respect the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4)business; (i) 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 Subsidiaries business; (i) Indebtedness under any GFX Guaranty and (ii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the extent any such obligations constitute Indebtedness, in each case of this clause (ii) provided with respect to obligations incurred or arising in the ordinary course of its business; (k) Indebtedness as an account party or borrower in respect of (A) trade letters of credit, (B) stand-by letters of credit or committed lines of credit provided in connection with any GFX Guaranty or the SGX Mutual Offset Agreement or (C) additional standby letters of credit or committed lines of credit issued to support guaranty and offset arrangements similar to the guaranty and offset arrangements contemplated by any GFX Guaranty or the SGX Mutual Offset Agreement for so long as (x) any payments required by the documentation related to such letters of credit or lines of credit are made by the Borrower, obligor or account party on such letter of credit or lines of credit on a timely basis; (l) subordinated Indebtedness owed by any Subsidiary to the Borrower or any other Subsidiary which are Indebtedness is incurred or created to meet regulatory capital requirements; (m) Indebtedness secured by Liens described in Section 6.03(l); (n) obligations arising from tax increment financings and other similar arrangements with Governmental Authorities and credit support (including without limitation letters of credit and lines of credit) provided in connection therewith, provided, however, that such obligations shall not Material Domestic Subsidiaries exceed (without duplication) amounts received from the relevant Governmental Authorities in respect of such arrangements; (o) Indebtedness of any Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $500,000,000 at any time outstanding, provided that any such Indebtedness is not outstanding for longer than 30 days; and (p) other unsecured and secured Indebtedness in an aggregate principal amount not exceeding 5% of Consolidated Total Assets $250,000,000 outstanding at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)time.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary (other than any Subsidiary Loan Party) to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.01, and any extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the then outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (c) Indebtedness of (i) owed to the Company or any Subsidiary Subsidiary; provided that such Indebtedness shall not have been transferred or assigned to any Material Domestic Subsidiary and (ii) Person other than the Company or any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Company or any other Subsidiary; provided that, in the case of any such Guarantee of Indebtedness of the Company or any Subsidiary Loan Party, such Subsidiary shall have been designated as a Designated Subsidiary and become a Subsidiary Loan Party hereunder; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness Synthetic Lease Obligations, or assumed in connection with the acquisition of any fixed or capital assets, provided that the principal amount of such assets Indebtedness does not exceed the cost of acquiring, constructing or secured by a Lien on any improving such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereoffixed or capital assets, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (f) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; , or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in a transaction permitted hereunder, provided that such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired, and any extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such obligations and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (g) Indebtedness owed in respect of any Subsidiary as an account party overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (h) Indebtedness in respect of letters of credit, bank guarantees and bankerssimilar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ acceptances; compensation, unemployment insurance and other social security laws and (hii) Indebtedness in respect bids, trade contracts, leases (other than Capitalized Lease Obligations or Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and obligations of Swap Agreements permitted under subparagraph 3(B)(4);a like nature; and (i) Indebtedness other Indebtedness, provided that the sum of Subsidiaries which are not Material Domestic Subsidiaries in an (i) the aggregate principal amount of outstanding Indebtedness permitted by this clause (i), (ii) the aggregate principal amount of outstanding obligations secured by Liens permitted by Section 6.02(j) and (iii) the aggregate amount of Attributable Debt in respect of Sale/Leaseback Transactions permitted by Section 6.06(b) shall not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)exceed US$200,000,000.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary of its Restricted Subsidiaries to directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter 6.08 and amendments, extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisitionrenewals, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal or replacement thereof); (b) Indebtedness of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; (d) Capital Lease Obligations and other Indebtedness incurred to finance the purchase price or improvement cost incurred or assumed in connection with the acquisition, construction or improvement of fixed capital or capital assets and any amendments, extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal or replacement thereof); (e) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees, standby and documentary letters of credit and similar obligations, in each case provided in the ordinary course of business; (f) Indebtedness assumed in connection with an acquisition of the equity interests or the assets of any Person that becomes a Subsidiary after the date hereofPerson; provided that such Indebtedness (i) exists at the time of the acquisition of such Person becomes a Subsidiary equity interests or assets and (ii) is not created in contemplation of or in connection with the acquisition of such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofequity interests or assets; (g) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (h) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within ten Business Days of the incurrence thereof; (i) Indebtedness in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (j) Indebtedness of any Restricted Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancescredit or letters of guarantee in the ordinary course of business; (hk) Indebtedness of any Restricted Subsidiaries secured by a Lien on Used Motor Vehicles and related assets; provided that such Indebtedness shall not be secured by any assets other than Used Motor Vehicles and other related assets, such as proceeds therefrom and documents of title in respect thereof, that in the reasonable opinion of Swap Agreements permitted under subparagraph 3(B)(4the Borrower are customary for financing transactions related to such assets; provided, further, that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this clause (l) shall not exceed $300,000,000; (l) Indebtedness of any Restricted Subsidiary incurred to provide all or a portion of, or to reimburse any Restricted Subsidiary for expenditures relating to, the cost of construction, repair or improvement of any Manufacturing Facility, including a long-term financing of any Manufacturing Facility; (m) Indebtedness of any direct or indirect subsidiary of TEO that is (i) a renewal, extension, exchange, replacement or refinancing of Indebtedness outstanding on the Effective Date (plus the sum of (1) accrued and unpaid interest thereon, (2) any prepayment or exchange premium and (3) customary premium, fees and expenses relating to such renewal, extension, exchange, replacement, refinancing or issuance) or (ii) incurred by any special purpose subsidiary of TEO so long as there shall be no recourse to, or obligation of (whether direct, by guarantee or otherwise), the Borrower or any of its Subsidiaries (other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with such Indebtedness that in the reasonable opinion of the Borrower are customary for such transactions); (in) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries the Specified Tesla Subsidiaries; and (o) other Indebtedness in an aggregate principal amount not exceeding 5to exceed at any time outstanding 7.5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Net Tangible Assets.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any member of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary Consolidated Group that is not a Material Domestic Subsidiary Borrower or a Guarantor to incur Debt of any kind; provided that this Section shall not apply to any of the following (without duplication): (i) Debt incurred under the Loan Documents; (ii) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Subsidiary that is not a Material Domestic SubsidiaryPerson (other than to any member of the Consolidated Group); (diii) Guarantees by Debt outstanding on the Closing Date and, to the extent in respect of obligations in excess of $25 million, set forth on Schedule 5.02(e) (it being understood that any Subsidiary Debt in excess of Indebtedness $25 million outstanding on the Closing Date that is otherwise permitted under another clause of NAI Section 5.02(e) need not be set forth on Schedule 5.02(e) in order to be so permitted under such other clause) and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other Subsidiaryclause of this Section 5.02(e); (eiv) Indebtedness (i) Debt of any Subsidiary member of the Consolidated Group incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations capital leases and any Indebtedness Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness Debt is incurred or assumed prior to or within 120 90 days after such acquisition or the completion of such construction or improvement; improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals and renewals, refinancings, refundings, replacements or restructurings) of any such Indebtedness Debt from time to time (in whole or in part); provided that do not increase the outstanding aggregate principal amount thereofof Debt permitted by this clause (iv) shall not exceed $100,000,000; (fv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of Debt under or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofrelated to Hedge Agreements entered into for non-speculative purposes; (gvi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees guarantees, warehouse receipts or similar instruments issued to support performance obligations and bankers’ acceptancestrade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (hvii) Indebtedness Debt of Receivables Subsidiaries in respect of Swap Agreements permitted under subparagraph 3(B)(4)Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; (i) Indebtedness any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Subsidiaries which are not Material Domestic Subsidiaries in an Debt outstanding under this clause (viii), provided that, the aggregate principal amount of (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and other obligations secured by Liens incurred under Section 5.02(a)(xi) shall not exceeding 5exceed 10% of Consolidated Total Assets at the time such Debt is incurred (except that refinancing Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be permitted (but will utilize basket capacity under this clause (viii)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); (ix) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (x) guarantees of any Debt permitted pursuant to this Section 5.02(e); (xi) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (xii) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (xiii) Debt in connection with overdue accounts payable, which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (xiv) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group; provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 6.01(f); (xv) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (jxvi) other Indebtedness (i) Debt of any Person which becomes a Subsidiary which after the Closing Date or is a Material Domestic Subsidiary so long as, merged with or into or consolidated or amalgamated with any member of the Consolidated Group after the Closing Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Subsidiary or of the incurrence such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after giving effect thereto such Person becomes a Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) STERIS plcthe Reporting Entity shall be in compliance with Section 5.03 on a pro forma basis; and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), NAI provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is in pro forma compliance with the maximum Leverage Ratio permitted to be incurred under subparagraph 3(C)(1any other clause of this Section 5.02(e).

Subsidiary Indebtedness. NAI In addition to and not in limitation of any other applicable restrictions herein, including Sections 10.3 and 10.5, the Company will not not, at any time, permit any Subsidiary to to, directly or indirectly, create, incur, assume assume, guarantee, have outstanding, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (a) by Guarantee or assumption Indebtedness of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced a Subsidiary outstanding on the first page date of the Disclosure LetterClosing and identified on Schedule 5.15 provided that such Indebtedness shall not be extended, renewed, refinanced or refunded except as otherwise provided herein; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 of a Subsidiary owed to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofCompany or a Wholly-Owned Subsidiary; (c) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary, provided that (i) any such Indebtedness shall not have been incurred in contemplation of such Subsidiary to any Material Domestic becoming a Subsidiary and (ii) any immediately after such Subsidiary becomes a Subsidiary, no Default or Event of Default shall exist, and provided, further, that is such Indebtedness shall not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarybe extended, renewed, refinanced or refunded except as otherwise provided herein; (d) Guarantees by Indebtedness under the Bank Credit Agreement of any Subsidiary Guarantor which as of Indebtedness the date of NAI any determination thereof is party to a Subsidiary Guarantee Agreement so long as the Intercreditor Agreement continues to be in full force and effect and such Subsidiary is a party to the Intercreditor Agreement or any other Subsidiary;has executed a joinder agreement pursuant to which such Subsidiary agrees to be bound by the provisions of such Intercreditor Agreement; and (e) Indebtedness of any a Subsidiary incurred in addition to finance that otherwise permitted by the acquisitionforegoing provisions, construction provided that on the date such Subsidiary incurs or improvements of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection otherwise becomes liable with the acquisition of respect to any such assets or secured by a Lien on any such assets (Indebtedness, and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior immediately after giving effect to the acquisition incurrence thereof, and extensionsno Default or Event of Default exists hereunder including, renewals and replacements without limitation, under Section 10.5. For the purpose of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensionsthis Section 10.9, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes becoming a Subsidiary after the date hereof; provided that such Indebtedness exists at of the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long asClosing shall be deemed, at the time it becomes such a Subsidiary, to have incurred all of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)its then outstanding Indebtedness.

Subsidiary Indebtedness. NAI will The Borrower shall not permit any Subsidiary to to, directly or indirectly, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness for borrowed money or any obligations of such Subsidiary evidenced by bonds, except: debentures, notes, loan agreements or other similar instruments, other than (a) by Guarantee or assumption of Indebtedness pursuant to any obligations evidenced or created by (x) any of the Operative DocumentsLoan Document, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) unsecured Indebtedness of any Subsidiary incurred owing to finance the acquisition, construction Borrower or improvements unsecured Indebtedness (including Guarantees) of any fixed Subsidiary owing to another Subsidiary of the Borrower, (c) unsecured Indebtedness of any Subsidiary of the Borrower outstanding at the time such Subsidiary is acquired by the Borrower or capital assetsany other Subsidiary of the Borrower, 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 amendments thereof (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do shall have not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not been created in contemplation of or in connection with such Person becoming a Subsidiary, the amount thereof is not thereafter increased and extensions, renewals and replacements the obligor of any such Indebtedness that do is not increase the outstanding principal amount thereof; thereafter changed), (gd) unsecured Indebtedness of any Subsidiary as an account party in respect of the Borrower that is a special purpose finance entity that does not own any assets (other than those assets consistent with its limited purpose status) and that does not loan the proceeds of such Indebtedness to another Subsidiary, (e) unsecured Indebtedness of any Subsidiary of the Borrower constituting letters of creditcredit issued for insurance regulatory purposes (including, bank guarantees for the avoidance of doubt, for reserve credit and bankers’ acceptances; required solvency ratio purposes) and for which adequate insurance reserves or other appropriate provisions consistent with such Subsidiary’s past practice has been made therefor, (hf) Indebtedness consisting of loans, funding agreements and guaranteed investment contracts entered into by to any Insurance Subsidiary with any FHLB pursuant to a membership in respect such FHLB in the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries business in an the aggregate principal amount not exceeding 5% of Consolidated Total Assets to exceed $1,500,000,0002,500,000,000 at any time outstanding; and outstanding and (jg) other Indebtedness, the sum of which Indebtedness of plus all Indebtedness incurred by the Borrower or any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is secured by Liens permitted pursuant to Section 7.01(c) shall not exceed $400,000,000 in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).aggregate principal amount. 60

Subsidiary Indebtedness. NAI From and after the effective date of the Guarantor Release and for so long as the Guarantor Release remains in effect, the Borrower will not permit any Subsidiary (other than CRISIL Limited) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing in existence on the date hereof and set forth in on Schedule 6.01 7.05 hereto (which Schedule shall, if applicable, also set forth the aggregate amount of commitments with respect to such Indebtedness and the Disclosure Letter amount of such commitments that are utilized on the Effective Date), and any modifications, extensions, renewals renewals, refinancings and replacements of any such Indebtedness that do not increase the then outstanding aggregate principal amount thereof; (c) Indebtedness thereof outstanding at the time of any such modification, extension, renewal, refinancing or replacement except by an amount equal to (i) unpaid accrued interest and premiums thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with any Subsidiary to any Material Domestic Subsidiary such modification, extension, renewal, refinancing or replacement and (ii) any Subsidiary that is not a Material Domestic Subsidiary if applicable, the amount of then- unutilized commitments with respect to any other Subsidiary that is not a Material Domestic Subsidiarysuch Indebtedness; (db) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI to the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fc) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gd) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancescredit entered into in the ordinary course of business; (he) Indebtedness in respect incurred to finance the acquisition, construction or improvement of Swap Agreements permitted under subparagraph 3(B)(4); any non-current asset; provided that (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an the aggregate principal amount of such Indebtedness does not exceeding 5% exceed the cost of Consolidated Total Assets at acquiring, constructing or improving any time outstanding; such property or asset and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI No Subsidiary of US Borrower will not permit incur any Subsidiary to create, incur, assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) Guaranties by Guarantors of, and the incurrence of obligations by Guarantors as a co-obligor on (as distinguished from, and in addition to incurring such obligation as, a guarantor of), Indebtedness existing on (i) arising under the date hereof and set forth Interim 364-Day Credit Agreement, or (ii) of US Borrower or any other Restricted Person, the incurrence of which did not result in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements a Default or an Event of any such Indebtedness that do not increase the then outstanding principal amount thereofDefault; (c) Indebtedness of (i) any Subsidiary Plains Marketing pursuant to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarythe Contango Credit Agreement; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other SubsidiaryRestricted Person owing to another Restricted Person; (e) Indebtedness of any Subsidiary incurred to finance described in clause (b) of the acquisitiondefinition of “Indebtedness” that is determinable but not yet earned; provided, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided US Borrower reasonably contemplates that such Indebtedness is incurred prior will be repaid from the proceeds of one or more advances made by US Borrower to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSubsidiary; (f) Indebtedness of any Person that becomes a Subsidiary acquired (including acquisition by merger, consolidation or amalgamation) after the date hereof; provided that hereof by a Restricted Person, which Indebtedness was incurred by such Indebtedness exists at Subsidiary before the time of such Person becomes a Subsidiary acquisition, merger, consolidation or amalgamation, and is was not created in contemplation of or in connection thereof; provided, that contemporaneously with such Person becoming a Subsidiaryacquisition, merger, consolidation or amalgamation, and extensionsso long as no adverse tax and/or regulatory consequences are caused thereby, renewals and replacements such Subsidiary shall be a Guarantor subject to the provisions of any such Indebtedness that do not increase the outstanding principal amount thereof;Section 6.9; and (g) Indebtedness of not otherwise described in the foregoing clauses (a) through (f) owing by any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries one or more Guarantors in an aggregate principal amount not exceeding 5% of Consolidated Total Assets to exceed at any time outstanding; and outstanding the greater of (jA) other Indebtedness $100,000,000 and (B) fifteen percent (15%) of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Consolidated Tangible Net Worth.

Subsidiary Indebtedness. NAI Each Borrower will not permit any Subsidiary (other than PTFI or any Subsidiary Guarantor) to create, incur, assume or permit to exist any IndebtednessIndebtedness or Attributable Debt, except: (a) by Guarantee or assumption Guarantees of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness Indebtedness, including Guarantees, existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof6.01; (c) Guarantees of Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) other than PTFI or any Subsidiary that Guarantor) to the extent such Indebtedness is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarypermitted under this Agreement; (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI to FCX or any other Subsidiary; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any existing Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(i) ; (f) Indebtedness and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.04, in each case incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]] acquisition thereof, and extensions, renewals and replacements of thereof but excluding Project Financings; provided that (i) any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensions(ii) any such Attributable Debt is incurred in accordance with Section 6.04; (g) Project Financings and Guarantees thereof in each case by the direct or indirect parent or parents of the applicable Project Financing Subsidiary, (h) letters of credit in connection with environmental assurances and reclamation, renewals provided that the aggregate face amount of all outstanding letters of credit issued pursuant to this paragraph (h), when taken together with the aggregate amount of cash and replacements other assets of FCX, PTFI and the Subsidiaries securing, in accordance with Section 6.02(k), (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims (other than cash and other assets of any Subsidiary (other than PTFI or any Subsidiary Guarantor) securing any letter of credit as to which any Subsidiary (other than PTFI or a Subsidiary Guarantor) is the account party), shall not at any time exceed $700,000,000. (i) other Indebtedness (including, for the avoidance of doubt, letters of credit in connection with environmental assurances and reclamation) and Attributable Debt in respect of sale and leaseback transactions permitted pursuant to Section 6.04, provided that, at the time of incurrence of any such Indebtedness and Attributable Debt and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to this paragraph (i), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt of FCX, PTFI or any Subsidiary Guarantor secured by a Lien pursuant to Section 6.02(l) and (iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(p) shall not exceed the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets (provided, however, that do the limitations set forth in clauses (A) and (B) shall not restrict the incurrence of any Indebtedness or Attributable Debt under this paragraph (i) which (1) is incurred to refinance Indebtedness or Attributable Debt previously incurred pursuant to this paragraph (i) and (2) does not increase the outstanding principal amount thereof; (f) of such refinanced Indebtedness or Attributable Debt by more than the amount of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary accrued interest thereon and is not created in contemplation of or fees, expenses and premiums paid in connection with such Person becoming a Subsidiary, refinancing); and (j) Indebtedness and extensions, renewals and replacements Attributable Debt incurred in connection with the refinancing of any Indebtedness or Attributable Debt outstanding pursuant to Section 6.01(b), (e), (f) or (g), provided that such Indebtedness that do refinancing shall not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof Indebtedness or Attributable Debt being refinanced by more than the amount of accrued interest thereon and after giving effect thereto (on a pro forma basis)fees, NAI is expenses and premiums paid in pro forma compliance connection with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)such refinancing.

Subsidiary Indebtedness. NAI None of Intermediate Parent, the Borrowers, the other Loan Parties or any other Subsidiary of Ultimate Parent will not permit any Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing outstanding on the date hereof Effective Date and set forth on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.01 connection with any refinancing, refunding, renewal or extension thereof and by an amount equal to any existing commitments unutilized thereunder and (ii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the Disclosure Letter and extensions, renewals and replacements terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of any the Effective Date or (B) such Indebtedness that do not increase the then outstanding principal amount thereofSubsidiary is a Loan Party; (c) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) any Subsidiary to any Material Domestic Subsidiary such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) Indebtedness under the WC Term Loan Credit Agreement, provided that (A) the aggregate principal amount of Indebtedness outstanding thereunder does not exceed the principal amount thereof outstanding on the Effective Date, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancings, refundings, renewals or extensions thereof, and (B) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (x) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of the Effective Date or (y) each Subsidiary that is a primary obligor or guarantor with respect thereto is a Loan Party, (ii) Indebtedness under the Actavis Revolving Credit Agreement of any Subsidiary that is not a Material Domestic Subsidiary to Loan Party and (iii) Indebtedness under the Existing Actavis Term Loan Credit Agreement of any other Subsidiary that is not a Material Domestic SubsidiaryLoan Party; (de) Guarantees by any Subsidiary of Indebtedness otherwise permitted hereunder of NAI or any other Subsidiary; (e) Indebtedness Subsidiary or of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofUltimate Parent; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofEffective Date, and any refinancings, refundings, renewals or extensions thereof; 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) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and extensions, renewals and replacements (iii) the aggregate principal amount of any all such Indebtedness that do permitted by this Section 7.02(f) at any one time outstanding shall not increase exceed the outstanding principal amount thereofgreater of $750,000,000 and 15% of the Net Worth; (g) Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness in an aggregate principal amount at any one time outstanding not to exceed the greater of $750,000,000 and 15% of the Net Worth, subject, in the case of any Subsidiary as an account party such Indebtedness secured by a Lien, to the limitation set forth in respect of letters of credit, bank guarantees and bankers’ acceptancesSection 7.01(j); (h) additional secured or unsecured Indebtedness in respect of Swap Agreements not otherwise permitted under subparagraph 3(B)(4)this Section 7.02 in an aggregate principal amount at any time outstanding that, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, does not exceed the greater of $750,000,000 and 15% of the Net Worth; (i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); (j) [reserved]; (k) Indebtedness of the Allergan Acquired Business or any of its Subsidiaries which are not Material Domestic Subsidiaries existing at the time of consummation of the Allergan Acquisition that is permitted, under the Allergan Merger Agreement (as in an effect on the Effective Date), to remain outstanding following consummation of the Allergan Acquisition, and any refinancings, refundings, renewals or extensions thereof; provided that (i) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and (ii) the aggregate principal amount not exceeding 5% of Consolidated Total Assets such Indebtedness at any one time outstandingoutstanding does not exceed the principal amount thereof outstanding at such time, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof; and (jl) (i) the Allergan Acquisition Term Facilities, and any refinancings, refundings, renewals or extensions thereof, provided that (A) no Subsidiary that is not a Loan Party shall be a primary obligor or guarantor with respect thereto and (B) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed $5,500,000,000, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof, and (ii) unsecured Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time Luxembourg Borrower or Actavis SCS under the Allergan Bridge Facility and/or other unsecured Indebtedness of the incurrence thereof Luxembourg Borrower or Actavis SCS incurred to finance the Allergan Acquisition and after giving effect the related transactions, and any refinancings, refundings, renewals or extensions thereof, provided that (A) no Subsidiary that is not a Loan Party shall be a primary obligor or guarantor with respect thereto and (on B) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed $30,900,000,000, except by an amount equal to a pro forma basis)reasonable premium or other reasonable amount paid, NAI is and fees and expenses reasonably incurred, in pro forma compliance connection with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)any such refinancings, refundings, renewals or extensions thereof.

Subsidiary Indebtedness. NAI will not permit Permit, at any time, any Subsidiary of the Borrower that is not a Loan Party to create, incur, or assume or permit to exist any Indebtedness, except: Indebtedness other than: (a) Indebtedness owing to (i) the Borrower or a wholly-owned Subsidiary and (ii) any other Subsidiary in an aggregate principal amount not exceeding $250,000,000; provided, that such Indebtedness shall not have been transferred to any Person other than the Borrower or wholly-owned Subsidiary or any other Subsidiary, as applicable; (b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed to finance the acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment or other assets acquired or held by Guarantee the Borrower or assumption any of its Subsidiaries in the ordinary course of business not exceeding the purchase price of such property or equipment or incurred solely for the purpose of financing the acquisition of any obligations evidenced such property, equipment or other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created by in contemplation of such acquisition that were not incurred to finance the acquisition of such property); (xc) Indebtedness of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Operative Documents, (y) Borrower or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page becomes a Subsidiary of the Disclosure Letter; Borrower; provided, that such Indebtedness was not created in contemplation of such merger, consolidation or investment and do not extend to any Person other than the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (bd) Indebtedness existing on the date hereof and set forth in listed on Schedule 6.01 to the Disclosure Letter 7.02 (and extensionsany refinancings, refundings, renewals and replacements of any such Indebtedness that do not increase or extensions thereof (without increasing, or shortening the then outstanding maturity of, the principal amount thereof; )); (ce) Indebtedness additional Indebtedness, the aggregate principal amount of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary which, when combined with the aggregate principal amount of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements of any fixed or capital assets, including Capital Lease Obligations Borrower and any Indebtedness assumed in connection with the acquisition of any such assets or its Subsidiaries secured by a any Lien on any such assets (and additionspermitted by Section 7.01(m), accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofwould exceed $250,000,000; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); any bankers’ acceptance, bank guarantees, letter of credit or similar facilities entered into in the ordinary course of business and not in support of borrowed money (i) Indebtedness including in respect of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) workers compensation claims, health, disability or other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).employee benefits or

Subsidiary Indebtedness. NAI The Company will not permit or cause any Subsidiary to of its Subsidiaries to, create, incur, incur or assume or permit to exist any Indebtedness, exceptor become liable (contingent or otherwise) to do any of the foregoing, except for: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness incurred under this Agreement and the Operative other Credit Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) unsecured Indebtedness existing on incurred by any trust or other special purpose entity created by the date hereof and set forth in Schedule 6.01 to Company solely for the Disclosure Letter and extensions, renewals and replacements purposes of issuing any such unsecured Indebtedness, provided that (i) such Indebtedness that do not increase is recourse only to such trust or special purpose entity or its assets or equity and (ii) upon the then outstanding principal amount thereofincurrence thereof no Default or Event of Default would occur or exist; (c) Indebtedness existing on the Closing Date and described in Schedule 7.2 and any renewals, replacements, refinancings or extensions of any such Indebtedness; provided that the principal amount of such Indebtedness is not increased at the time of such renewal, replacement, refinancing or extension except by (i1) the amount of any Subsidiary to any Material Domestic Subsidiary existing commitments thereunder, (2) accrued and unpaid interest and premiums thereon and (ii3) underwriting discounts or other amount paid, and fees, commissions, premiums (including tender premiums) and expenses (including upfront fees, original issue discount or initial yield payments) incurred, in connection with any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarysuch renewal, replacement, refinancing or extension; (d) Guarantees by accrued expenses, current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case to the extent constituting Indebtedness; (e) Indebtedness which is incurred in connection with any Lien permitted under Section 7.3; (f) Securitization Indebtedness; (g) Indebtedness existing or arising under any Hedge Agreement entered in the ordinary course of business and not for purposes of speculation; (h) Indebtedness of any Subsidiary of Indebtedness of NAI to the Company or any other Subsidiary; (ei) Indebtedness which is incurred in connection with any obligation of any Insurance Subsidiary under letters of credit to the extent undrawn supporting the liability of such Insurance Subsidiary in respect of any Primary Policy or Reinsurance Agreement underwritten by such Subsidiary or supporting the obligations of any Subsidiary in its capacity as a reinsurer under any Reinsurance Agreement with respect to credit for reinsurance; and (j) additional unsecured Indebtedness (including any unsecured Indebtedness incurred to finance the acquisition, construction or improvements of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition Hybrid Equity Securities) of any such assets or secured by a Lien on any such assets Unum Party (and additions, accessions, parts, improvement and attachments thereto and other than the proceeds thereofCompany) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets to exceed $500,000,000 at any one time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: Except for (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (ci) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and its Subsidiaries described on Schedule 6.3, (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; Indebtedness under Cash Pooling Arrangements, (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (eiii) Indebtedness of any Subsidiary incurred to finance of the Borrower acquired after the Effective Date and Indebtedness of a Person merged or consolidated with or into the Borrower or a Subsidiary of the Borrower after the Effective Date, which Indebtedness in each case exists at the time of such acquisition, construction merger or improvements consolidated and was not created or incurred in contemplation of such acquisition, merger or consolidation and (iv) Permitted Accretive Acquisition Debt of any fixed or capital assets, including Capital Lease Obligations Foreign Subsidiary and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness refinancing thereof that do does not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred (x) both immediately prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto to such Foreign Subsidiary becoming liable in respect thereof, no Default or Event of Default shall exist or result therefrom, (on y) the principal amount of any Indebtedness that any Foreign Subsidiary shall become liable for under this clause (iii) shall not be greater than the fair market value of the assets or Equity Interests (as determined in good faith by the Borrower) acquired by the Borrower and/or its Subsidiaries in the Accretive Acquisition related to such Permitted Accretive Acquisition Debt and (z) such Indebtedness shall not be guaranteed by, or otherwise become a pro forma basis)liability of, NAI is any other Subsidiary of the Borrower, provided, further, that in pro forma compliance the case of Permitted Accretive Acquisition incurred in connection with an Accretive Acquisition for which the maximum Leverage Ratio permitted under subparagraph 3(C)(1)aggregate cash consideration paid exceeds $500,000,000, the Borrower shall have delivered a certificate of a Financial Officer, certifying that such acquisition complies with all of the requirements set forth in the definition of “Accretive Acquisition” and containing reasonably detailed calculations in support thereof, will not permit the aggregate principal amount of Indebtedness of its Subsidiaries (excluding any Indebtedness of a Subsidiary owed to the Borrower or another Subsidiary, but including any Guarantee by a Subsidiary of Indebtedness of the Borrower) at any time to exceed $250,000,000.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any member of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary Consolidated Group that is not a Material Domestic Subsidiary Borrower or a Guarantor to incur any Debt of any kind; provided, that this Section shall not apply to any of the following (without duplication): (i) Debt incurred under the Loan Documents; (ii) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Subsidiary that is not a Material Domestic SubsidiaryPerson (other than to any member of the Consolidated Group); (diii) Guarantees by Debt outstanding on the Effective Date and set forth on Schedule 5.02(e) and any Subsidiary extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Indebtedness any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of NAI or any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other Subsidiaryclause of this Section 5.02(e); (eiv) Indebtedness (i) Debt of any Subsidiary member of the Consolidated Group incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations capital leases and any Indebtedness Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness Debt is incurred or assumed prior to or within 120 90 days after such acquisition or the completion of such construction or improvement; improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals and renewals, refinancings, refundings, replacements or restructurings) of any such Indebtedness Debt from time to time (in whole or in part); provided, that do not increase the outstanding aggregate principal amount thereofof Debt permitted by this clause (iv) shall not exceed $75,000,000; (fv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of Debt under or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofrelated to Hedge Agreements entered into for non-speculative purposes; (gvi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees guarantees, warehouse receipts or similar instruments issued to support performance obligations and bankers’ acceptancestrade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (hvii) Indebtedness Debt of Receivables Subsidiaries in respect of Swap Agreements permitted under subparagraph 3(B)(4)Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; (i) Indebtedness any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Subsidiaries which are not Material Domestic Subsidiaries in an Debt outstanding under this clause (viii), provided that, the aggregate principal amount of (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and other obligations secured by Liens incurred under Section 5.02(a)(xi) shall not exceeding 5exceed 8.5% of Consolidated Total Assets at the time such Debt is incurred (except that refinancing Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be permitted (but will utilize basket capacity under this clause (viii)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); (ix) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; and (jx) other Indebtedness guarantees of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basisDebt permitted pursuant to this Section 5.02(e), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).;

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption Indebtedness, including Guarantees and obligations in respect of any obligations evidenced or created by (x) any letters of the Operative Documentscredit and letters of guaranty, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced existing on the first page of the Disclosure LetterEffective Date and disclosed on Schedule 6.01; (b) Guarantees of Indebtedness existing on the date hereof and set forth in Schedule 6.01 of any Subsidiary to the Disclosure Letter and extensions, renewals and replacements of any extent such Indebtedness that do not increase the then outstanding principal amount thereofis otherwise permitted under this Agreement (other than under Section 6.01(d)); (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fd) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired, and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(g); (e) Indebtedness incurred to finance the purchase price, construction cost or improvement cost incurred in connection with the acquisition, construction or improvement of assets (including the acquisition of any Person), including Capital Lease Obligations; provided that (i) such Indebtedness is incurred prior to or within 180 days after, the date of acquisition, construction or improvement of such assets, (ii) such Indebtedness does not exceed the amount of such purchase price or cost of the asset and extensions(iii) any Lien securing such Indebtedness is permitted under Section 6.02(e); (f) Indebtedness of Subsidiaries that are limited purpose financing vehicles for Securitization Transactions incurred to finance such Securitization Transactions; provided that such Securitization Transactions otherwise comply with the provisions hereof, renewals and replacements of in an aggregate principal amount for all Indebtedness under this Section 6.01(f) not to exceed, at the time any such Indebtedness that do not increase is incurred, the outstanding principal amount thereofgreater of $437,500,000 and 5.0% of Consolidated Total Assets as of the most recent fiscal quarter end for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a) or (b); (g) other Indebtedness of the Borrower and Subsidiaries; provided that the sum, without duplication, of (i) the aggregate outstanding principal amount of Indebtedness permitted by this clause (g), plus (ii) the aggregate outstanding principal amount of Indebtedness and other obligations secured by Liens incurred under Section 6.02(e), shall not exceed at any Subsidiary time that any Indebtedness is incurred in reliance on this clause (g) or Lien is incurred in reliance on Section 6.02(g), the greater of $875,000,000 and 10.0% of Consolidated Total Assets as of the most recent fiscal quarter end for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a) or (b); (h) Indebtedness incurred in connection with the extension of maturity of, or refunding or refinancing of, in whole or in part, any Indebtedness outstanding pursuant to Section 6.01(a),(d), (e) or (g); provided that (i) such extension, refunding or refinancing shall not increase the principal amount of the Indebtedness being extended, or refunded or refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such extension, refunding or refinancing, (ii) any such refinancing Indebtedness in respect of Indebtedness incurred under Section 6.01(g) will be included in the calculation of the basket referred to in Section 6.01(g), but such Indebtedness shall be permitted even if such Indebtedness is incurred at a time when such Indebtedness would not otherwise be permitted to be incurred under such clause and (iii) the reference to Indebtedness in this clause (h) will be deemed to include obligations under any lease that did not constitute a Capital Lease as of the date of this Agreement or, if later, the date of such lease, in the amount that would constitute Indebtedness thereunder if such lease were treated as a Capital Lease; (i) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; (j) Indebtedness as an account party in respect of trade letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (jk) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time consisting of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)financing of insurance premiums.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary (other than the Loan Guarantors and CRISIL Limited) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing in existence on the date hereof and set forth in on Schedule 6.01 7.05 hereto (which Schedule shall, if applicable, also set forth the aggregate amount of commitments with respect to such Indebtedness and the Disclosure Letter amount of such commitments that are utilized on the Effective Date), and any modifications, extensions, renewals renewals, refinancings and replacements of any such Indebtedness that do not increase the then outstanding aggregate principal amount thereof; (c) Indebtedness thereof outstanding at the time of any such modification, extension, renewal, refinancing or replacement except by an amount equal to (i) unpaid accrued interest and premiums thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with any Subsidiary to any Material Domestic Subsidiary such modification, extension, renewal, refinancing or replacement and (ii) any Subsidiary that is not a Material Domestic Subsidiary if applicable, the amount of then-unutilized commitments with respect to any other Subsidiary that is not a Material Domestic Subsidiarysuch Indebtedness; (db) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI to the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fc) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gd) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancescredit entered into in the ordinary course of business; (he) Indebtedness in respect incurred to finance the acquisition, construction or improvement of Swap Agreements permitted under subparagraph 3(B)(4); any non-current asset; provided that (i) the aggregate principal amount of such Indebtedness does not exceed the cost of Subsidiaries which are not Material Domestic Subsidiaries acquiring, constructing or improving any such property or asset and (ii) such Indebtedness is incurred within 180 days of the date of acquisition, construction or improvement of any such property or asset; and (f) other Indebtedness in an aggregate principal amount amount, together with outstanding obligations secured by Liens permitted under clause (f) of Section 7.02, not exceeding 5% of Consolidated Total Assets to exceed $300,000,000 at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI will The Borrower shall not permit any Subsidiary of its Subsidiaries to create, incur, incur or assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) by Guarantee Indebtedness owed to the Borrower or assumption of any obligations evidenced or created by (x) any to a wholly owned Subsidiary of the Operative Documents, (y) Borrower or other comparable agreements between BNPPLC and NAI covering other properties, Indebtedness under this Agreement or (z) the Credit Agreement referenced on the first page of the Disclosure LetterNotes; (b) Indebtedness existing on the date hereof Closing Date and set forth not in excess of $50,000,000 or otherwise described on Schedule 6.01 to 7.04 hereto (the Disclosure Letter “Existing Indebtedness”), and extensionsany Indebtedness extending the maturity of, renewals and replacements of any such Indebtedness or refunding or refinancing, in whole or in part, the Existing Indebtedness, provided that do not increase the then outstanding principal amount thereofof such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofof this Agreement; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary and such Indebtedness does not continue in connection with any extension, and extensionsrenewal, renewals and replacements refinancing or replacement thereof; (d) Guarantees of any such Subsidiary in respect of Indebtedness that do not increase otherwise permitted hereunder of the outstanding principal amount thereofBorrower or any other Subsidiary; (e) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations; (f) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (g) additional Indebtedness, provided that the sum of (i) the aggregate amount of the Indebtedness incurred under this Section 7.04(g) and (ii) the aggregate amount of any Subsidiary as the Indebtedness and other obligations secured by such Liens permitted by Section 7.01(w) shall not at the time of incurrence exceed an account party in respect amount equal to the greater of letters (i) $850,000,000 and (ii) 12.5% of credit, bank guarantees and bankers’ acceptancesConsolidated Net Tangible Assets; (h) Indebtedness in respect of under any Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are Contract that is not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)entered into for speculative purposes.

Subsidiary Indebtedness. NAI will The Borrower shall not permit any Subsidiary (other than any Subsidiary Guarantor) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) (i) Indebtedness existing outstanding on the date hereof Restatement Effective Date and set forth in on Schedule 6.01 8.02 to the Disclosure Letter (or incurred pursuant to commitments in effect on the Restatement Effective Date and extensions, renewals expressly set forth on Schedule 8.02 to the Disclosure Letter) and replacements of (ii) any such Refinancing Indebtedness in respect thereof (or Indebtedness that do not increase would be Refinancing Indebtedness in respect thereof if such commitments in effect on the then outstanding principal amount thereofRestatement Effective Date were fully drawn); (c) Indebtedness of (i) any Subsidiary owed to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary the Borrower or to any other Subsidiary Subsidiary; provided that is such Indebtedness shall not have been transferred to any Person other than the Borrower or a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; provided that a Subsidiary shall not Guarantee Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section 8.02 if it were the primary obligor thereon; (e) (i) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, assets (including any 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofObligations); provided that such Indebtedness is incurred prior to or within 120 270 days after such acquisition or the completion of such construction or improvement, and (ii) any Refinancing Indebtedness in respect thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (e) at any time outstanding shall not exceed the sum of (x) $75,000,000 and extensions, renewals and replacements of (y) with respect to any such Indebtedness that do not increase Refinancing Indebtedness, the outstanding principal aggregate amount thereofreferred to in clause (b) of the definition of “Refinancing Indebtedness”; (fi) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereofRestatement Effective Date (including the Acquired Company and its Subsidiaries), or Indebtedness of any Person that is assumed by any Subsidiary after the Restatement Effective Date in connection with an acquisition of assets by such Subsidiary in an Acquisition permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired, and extensions, renewals and replacements of (ii) any such Refinancing Indebtedness that do not increase the outstanding principal amount in respect thereof; (g) Indebtedness obligations of any Subsidiary as an account party incurred under or in connection with any Permitted Securitization Transaction; provided that such Permitted Securitization Transaction shall be permitted by Section 8.01(u); (h) Indebtedness consisting of indemnification obligations or adjustments in respect of the purchase price (including earn-outs) in connection with any Acquisition or any Disposition; (i) unsecured reimbursement obligations in respect of letters of credit, bank guarantees and bankers’ acceptances, bank guaranties, surety or performance bonds and similar instruments issued in respect of workers compensation, unemployment insurance, other types of social security, pension obligations, vacation pay, health, disability or other employee benefits or otherwise issued in the ordinary course of business; (hj) Indebtedness secured reimbursement obligations in respect of Swap Agreements permitted under subparagraph 3(B)(4)letters of credit, bankers’ acceptances, bank guaranties, surety or performance bonds and similar instruments in an aggregate amount not to exceed $50,000,000 at any time outstanding; (i) Indebtedness that may exist in respect of deposits or payments made by customers or suppliers of the Borrower or any of its Subsidiaries which are not Material Domestic and (ii) Indebtedness in the form of guaranties of performance, completion, quality and the like provided by any Subsidiary with respect to performance or similar obligations owing to any customer or supplier by the Borrower or any of its Subsidiaries; (l) other Indebtedness of Foreign Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets to exceed $150,000,000 at any time outstanding; (m) Attributable Debt in respect of Sale and Leaseback Transactions permitted under Section 8.03; and (jn) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, Indebtedness; provided that at the time of the incurrence thereof and after giving effect thereto (on a pro forma basiseffect to the incurrence of any such Indebtedness and the application of the proceeds thereof, the sum, without duplication, of (i) the aggregate principal amount of outstanding Indebtedness permitted in reliance on this clause (n), NAI is (ii) the aggregate principal amount of the outstanding Indebtedness secured by ▇▇▇▇▇ permitted in pro forma compliance with reliance on Section 8.01(ll) and (iii) the maximum Leverage Ratio Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted under subparagraph 3(C)(1)in reliance on Section 8.03 does not exceed 15.0% of Consolidated Tangible Assets.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred Equity Interests except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative DocumentsIndebtedness, (y) preferred stock or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness preferred Equity Interests existing on the date hereof Closing Date and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extension, renewal or replacement; (fb) Indebtedness of any Subsidiary owing to the Company or any other Subsidiary; provided, that, no such Indebtedness shall have been assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (c) Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided, that, such Indebtedness, preferred stock or preferred Equity Interests shall not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided, that, such Indebtedness is incurred prior to or within 180 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, Refinancing Indebtedness in respect of any of the foregoing; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereofClosing Date, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary; provided that provided, that, (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired and (ii) no Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged or consolidated) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and extensions, renewals and replacements Refinancing Indebtedness in respect of any such of the foregoing; (f) Guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided, that, (i) the Indebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that do not increase shall guarantee Indebtedness of any Borrower shall also have guaranteed the outstanding principal amount thereofObligations under an agreement satisfactory in form and substance to the Administrative Agent; (g) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (h) Indebtedness owed in respect of any Subsidiary as an account party overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of workers’ compensation claims and bid, performance or surety bonds, and Indebtedness in respect of letters of credit, bank guarantees and bankers’ acceptancessimilar instruments issued for the account of any Subsidiary in the ordinary course of business supporting such obligations; (hj) Indebtedness arising in respect connection with the endorsement of Swap Agreements permitted under subparagraph 3(B)(4)instruments for collection or deposit in the ordinary course; (ik) Indebtedness arising in connection with Permitted Securitization Financings; provided, that, the sum of Subsidiaries which are not Material Domestic (x) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries in an connection with Permitted Securitization Financings permitted pursuant to this Section 6.02(k), plus (y) the aggregate principal amount outstanding balance of accounts receivable sold by the Company and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.02(l), plus (z) the aggregate outstanding balance of accounts receivable sold by the Company and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not exceeding 5% of Consolidated Total Assets at any time outstandingexceed the greater of (i) US$150,000,000 during the term of this Agreement, and (ii) 35% of the aggregate outstanding balance of accounts receivable of the Company and the Subsidiaries at such time; and (jl) Indebtedness arising in connection with (i) a sale or factoring of Receivables Assets or (ii) a loan or line of credit secured solely by Receivables Assets; provided, that, the sum of (x) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to this Section 6.02(l), plus (y) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to Section 6.02(k), plus (z) the aggregate outstanding balance of accounts receivable sold by the Company and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (A) US$150,000,000 during the term of this Agreement, and (B) 35% of the aggregate outstanding balance of accounts receivable of the Company and the Subsidiaries at such time; (m) other Indebtedness not expressly permitted by clauses (a) through (l) above; provided, that, the sum of any Subsidiary which is a Material Domestic Subsidiary so long as, at (i) the time aggregate principal amount of the incurrence thereof and after giving effect thereto (on a pro forma basisoutstanding obligations secured by Liens permitted under Section 6.01(h), NAI is in pro forma compliance with plus (ii) the maximum Leverage Ratio aggregate outstanding principal amount of Indebtedness permitted under subparagraph 3(C)(1this clause (m), plus (iii) the aggregate outstanding amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of US$125,000,000 and 15% of Consolidated Net Tangible Assets; and (n) Indebtedness of Borrowing Subsidiaries under this Agreement.

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary of Borrower to create, incur, assume assume, suffer to exist, or permit to exist otherwise be liable with respect to, any Indebtedness, Indebtedness except: (a) Indebtedness existing on the Effective Date and disclosed in Schedule 7.3, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) an amount equal to a reasonable premium or other comparable agreements between BNPPLC reasonable amount paid, and NAI covering other propertiesfees and expenses reasonably incurred, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterin connection with such refinancing; (b) Indebtedness existing on under the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofLoan Documents; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Borrower or any other Subsidiary that is not a Material Domestic Subsidiaryof the Borrower; (d) Guarantees Indebtedness owed under Cash Management Agreements entered into by any Subsidiary such Person in the ordinary course of Indebtedness of NAI or any other Subsidiarybusiness; (e) Indebtedness of obligations (contingent or otherwise) existing or arising under any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofSwap Contract; provided that (i) such Indebtedness is incurred prior obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to or within 120 days after such acquisition or make payments on outstanding transactions to the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofdefaulting party; (f) Indemnification or similar provisions in leases entered into from time to time, in the ordinary course of business, by any Subsidiary for equipment or vehicles; (g) Indebtedness in respect of any Customer Finance Program; (h) Indebtedness of any Person acquired by Borrower or any of its Subsidiaries that becomes a Subsidiary after the date hereof; provided hereof that such Indebtedness exists is outstanding at the time such Person becomes a Subsidiary and is was not created incurred in contemplation of such Person becoming a Subsidiary and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofrefinancing; (gi) obligations in respect of Swap Contracts entered into for the purpose of hedging or to mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities (including currency, interest rate and commodity pricing risks); (j) [reserved]; (k) Indebtedness of any Subsidiary as an account party owed to (including obligations in respect of letters of creditcredit or bank guaranties or similar instruments for the benefit of) any person providing workers’ compensation, bank guarantees and bankers’ acceptanceshealth, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary pursuant to reimbursement or indemnification obligations to such person; (hl) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligation contained in supply agreements, in each case, in the ordinary course of business; (m) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4)performance, bid, appeal and surety bonds, completion guaranties and similar obligations provided by the Borrower or any Subsidiary, including those to secure workers’ compensation, disability, health, safety and environmental obligations in the ordinary course of business; (in) Indebtedness arising from the honoring by a bank or other financial institution of Subsidiaries which are not Material Domestic Subsidiaries a check, draft or similar instrument drawn against insufficient funds or other cash management services in an aggregate principal amount not exceeding the ordinary course of business; provided, that such Indebtedness is extinguished within five (5% ) Business Days of Consolidated Total Assets at any time outstandingits incurrence; (o) to the extent the guarantee contemplated by the final sentence of this Section 7.3 has been executed, delivered and is effective, Guaranty Obligations with respect to the Senior Note Indentures; and (jp) other Indebtedness in addition to that described in Sections 7.3(a) through 7.3(o) above so long as the aggregate outstanding amount of Priority Indebtedness at any time does not exceed 15% of Consolidated Net Tangible Assets. Notwithstanding the foregoing, in no event shall any Subsidiary which is a Material Domestic Subsidiary so long as, at the time permit to exist any Guaranty Obligation with respect to (i) any Senior Note Indebtedness or (ii) any other Indebtedness of the incurrence thereof Borrower in excess of $100,000,000, in each case without such Subsidiary also guaranteeing the Indebtedness under the Loan Documents pursuant to a guarantee in form and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with substance reasonably satisfactory to the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Administrative Agent.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to to, create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) Indebtedness existing on the date hereof Effective Date (or, in the case of any revolving credit facility, available to be drawn) and set forth in Schedule 6.01 to the Disclosure Letter and extensions, refinancings, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof (or, in the case of any revolving credit facility, does not increase the maximum principal amount available to be drawn thereunder), except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to the Borrower or any Material Domestic Subsidiary and (ii) other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Material Domestic Subsidiary Loan Party to any other Subsidiary that is not a Material Domestic SubsidiaryLoan Party shall be subject to the limitations set forth in Section 6.04(d); (d) Guarantees by any Subsidiary of Indebtedness of NAI the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and any additions, accessions, parts, improvement improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (e) shall not exceed $150,000,000 at any time outstanding; (f) Indebtedness as an account party in respect of trade or standby letters of credit, bank guarantees or bankers’ acceptances; (g) Indebtedness secured by a Lien on any asset of the Borrower or any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (g) shall not in the aggregate exceed $60,000,000 at any time; (h) unsecured Indebtedness in an aggregate principal amount not exceeding $200,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties permitted by this clause (h) shall not exceed $150,000,000 at any time outstanding; (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any Permitted Acquisitions, dispositions permitted by Section 6.03 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (j) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (k) Indebtedness arising in connection with customary treasury or cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days after its incurrence; (l) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (n) customary indemnification obligations pursuant to factoring or similar arrangements permitted pursuant to Section 6.03(viii); (o) Indebtedness of any Person that becomes a Subsidiary after the date hereofEffective Date pursuant to a Permitted Acquisition; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gp) Indebtedness consisting of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancesobligations under repurchase agreements; (hq) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4)Standard Securitization Undertakings with respect to a Qualified Factoring Transaction; (ir) Indebtedness under any indenture, document, agreement or instrument evidencing or entered into in connection with the Senior Notes, including any Guarantee of Subsidiaries which are not Material Domestic Subsidiaries in an the foregoing; provided that the aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingoutstanding of the Senior Notes shall not exceed $2,000,000,000; (s) Permitted Secured Indebtedness, including any Guarantee of the foregoing; and (jt) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at under the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Existing Credit Agreement.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary (other than any Subsidiary Loan Party) to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 6.01, and any extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the then outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (c) Indebtedness of (i) owed to the Company or any Subsidiary Subsidiary; provided that such Indebtedness shall not have been transferred or assigned to any Material Domestic Subsidiary and (ii) Person other than the Company or any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Company or any other Subsidiary; provided that, in the case of any such Guarantee of Indebtedness of the Company or any Subsidiary Loan Party, such Subsidiary shall have been designated as a Designated Subsidiary and become a Subsidiary Loan Party hereunder; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness Synthetic Lease Obligations, or assumed in connection with the acquisition of any fixed or capital assets, provided that the principal amount of such assets Indebtedness does not exceed the cost of acquiring, constructing or secured by a Lien on any improving such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereoffixed or capital assets, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (f) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof; , or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in a transaction permitted hereunder, provided that such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired, and any extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such obligations and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (g) Indebtedness owed in respect of any Subsidiary as an account party overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (h) Indebtedness in respect of letters of credit, bank guarantees and bankerssimilar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ acceptances; compensation, unemployment insurance and other social security laws and (hii) Indebtedness in respect bids, trade contracts, leases (other than Capitalized Lease Obligations or Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and obligations of Swap Agreements permitted under subparagraph 3(B)(4);a like nature; and (i) Indebtedness other Indebtedness, provided that the sum, without duplication, of Subsidiaries which are not Material Domestic Subsidiaries in an (i) the aggregate principal amount of outstanding Indebtedness permitted by this clause (i), (ii) the aggregate principal amount of outstanding obligations secured by Liens permitted by Section 6.02(j) and (iii) the aggregate amount of Attributable Debt in respect of Sale/Leaseback Transactions permitted by Section 6.06(b) shall not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)exceed US$200,000,000.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals renewals, replacements and replacements refinancings of any such Indebtedness that do not increase the then outstanding principal amount thereof, plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with any such extension, renewal, replacement or refinancing; (b) Indebtedness to the Borrower or any Subsidiary; (c) Guarantees of Indebtedness of (i) the Borrower or any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals renewals, replacements and replacements refinancings of any such Indebtedness that do not increase the then outstanding principal amount thereofIndebtedness; provided that (i) such Indebtedness is incurred prior to or within 120 days six months after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (d) shall not exceed $150,000,000 at any time outstanding; (fe) Indebtedness of any Person that becomes a Subsidiary after the date hereof or that is secured by an asset when such asset is acquired by a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or at the time of such acquisition and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary or such acquisition and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $150,000,000 at any time outstanding; (f) Indebtedness incurred under the Clearinghouse Facility and extensions, renewals renewals, replacements and replacements of any such Indebtedness that do not increase the outstanding principal amount refinancings thereof; (g) contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations to the extent any such obligations constitute Indebtedness; (h) 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; (i) 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; (i) Indebtedness under the GFX Guaranty and (ii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the extent any such obligations constitute Indebtedness, in each case of this clause (ii) provided with respect to obligations incurred or arising in the ordinary course of its business; (k) Indebtedness as an account party in respect of (A) trade letters of credit, bank guarantees and bankers’ acceptancescredit or (B) stand-by letters of credit provided in connection with the GFX Guaranty or the SGX Offset Agreement; (hl) subordinated Indebtedness owed by any Subsidiary to the Borrower or any other Subsidiary which Indebtedness is incurred or created to meet regulatory capital requirements; (m) Indebtedness secured by Liens described in respect of Swap Agreements permitted under subparagraph 3(B)(4Section 6.03(l); (in) obligations arising from tax increment financings and other similar arrangements with Governmental Authorities and credit support (including without limitation letters of credit and lines of credit) provided in connection therewith, provided, however, that such obligations shall not exceed (without duplication) amounts received from the relevant Governmental Authorities in respect of such arrangements; and (o) other unsecured and secured Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets $100,000,000 outstanding at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)time.

Subsidiary Indebtedness. NAI The Borrower will not permit any Significant Subsidiary to incur, create, incur, assume or permit to exist any Indebtedness, except: (ai) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (cii) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary the Borrower or to any other Subsidiary Subsidiary; provided that is such Indebtedness shall not a Material Domestic Subsidiary; (d) Guarantees by have been transferred to any Subsidiary of Indebtedness of NAI Person other than the Borrower or any other Subsidiary; (eiii) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; ; (iv) Indebtedness of any Subsidiary existing on the date hereof and set forth on Schedule III, and any extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fv) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary (or such merger or consolidation) or such assets being acquired and extensions, renewals and replacements (y) neither the Borrower nor any Subsidiary (other than such Person or the Subsidiary with which such Person is merged or consolidated or that so assumes such Person's Indebtedness) shall Guarantee or otherwise become liable for the payment of any such Indebtedness that do not increase the outstanding principal amount thereofIndebtedness; (gvi) Indebtedness incurred in connection with any Permitted Recourse Financing Transactions, provided that the aggregate principal amount of such Indebtedness shall not exceed $250,000,000 at any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancestime outstanding; (hvii) Indebtedness incurred in connection with any Permitted True Sale Transactions by Permitted Purchasers, provided that the aggregate principal amount of all Indebtedness of all such Permitted Purchasers incurred in connection with such true sale transactions shall not exceed $250,000,000 at any time outstanding; (viii) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4any bankers' acceptance, bank guarantees, letter of credit or similar facilities entered into in the ordinary course of business and not in support of borrowed money (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (iix) Guarantees incurred in respect of Indebtedness of any other Subsidiary that is permitted to be incurred under this Agreement; (x) Indebtedness in respect of Subsidiaries which are not Material Domestic Subsidiaries non-speculative Hedging Agreements; (xi) Indebtedness in an respect of netting services, automatic clearing house arrangements, employees' credit cards, overdraft protections and similar [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] arrangements in each case incurred in the ordinary course of business; and (xii) other Indebtedness in the aggregate principal amount not exceeding at any time the greater of $300,000,000 and 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time stockholders' equity of the incurrence thereof and after giving effect thereto Borrower as of the last day of the most recent fiscal quarter for which the financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(b)(i) or (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1ii).

Subsidiary Indebtedness. NAI The Parent will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of the Obligations and any obligations evidenced or other Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Parent or any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Parent or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4)Agreements; (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any acquisitions, or any dispositions permitted by Section 6.03 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (j) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (k) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (m) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries Loan Parties in an aggregate principal amount not exceeding to exceed the greater of (i) $400,000,000 and (ii) 5% of Consolidated Total Assets (calculated as of the most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Parent’s financial statements most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)) at any time outstanding; (n) Indebtedness arising under a declaration of joint and several liability used for the purpose of Article 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); and (jo) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary Loan Party so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI the Parent is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1Section 6.05(a).

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary (other than a Subsidiary that is a Note Party) to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of Indebtedness under the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Senior Secured Credit Agreement referenced on the first page of the Disclosure Letter;Facility in an aggregate principal amount not to exceed $75,000,000; 57960355 -30- (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter 10.3, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements refinancings of any such Indebtedness that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (fc) Indebtedness owed to the Company or any Subsidiary; provided that (i) such Indebtedness shall not have been transferred or assigned to any Person other than the Company or any Subsidiary and (ii) if such Indebtedness is owed from a Note Party to a Subsidiary that is not a Note Party, such Indebtedness shall be Subordinated Debt; (d) guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided, that in the case of any such guarantee of Indebtedness of the Company or any Note Party, such Subsidiary shall have become a Note Party hereunder; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists existing at the time such Person becomes a Note Party or Subsidiary and or is not created merged with or into the Company or any of its Subsidiaries, provided that such Indebtedness was in contemplation existence prior to the date of such acquisition, merger or in connection with such Person becoming a Subsidiaryconsolidation, and was not incurred in anticipation thereof, and any extensions, renewals and replacements of any such Indebtedness refinancings thereof that do not increase the outstanding principal amount thereofthereof except by an amount no greater than accrued and unpaid interest with respect to such obligations and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; provided, that the aggregate principal amount of outstanding Indebtedness incurred pursuant to this Section 10.3(e), together with the aggregate principal amount of outstanding Indebtedness incurred pursuant to Section 10.3(i), shall not at any time exceed $35,000,000. (f) Non-Recourse Indebtedness which does not exceed fifty percent (50%) of the fair market value of the Real Estate Inventory which secures such Indebtedness; provided, that the aggregate principal amount of outstanding Non-Recourse Indebtedness incurred pursuant to this Section 10.3(f), shall not at any time exceed fifteen percent (15%) of Stockholders Equity (as set forth on the financial statements most recently delivered pursuant to Section 7.1(a) or (b)); (g) Indebtedness Swap Obligations arising in the ordinary course of any Subsidiary as an account party in respect of letters of credit, bank guarantees business and bankers’ acceptancesnot for speculative purposes; (h) Indebtedness Capitalized Lease Obligations incurred in respect the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4);business; and (i) Indebtedness of Subsidiaries which a Subsidiary, if (i) the Subsidiary (x) was acquired or became a Subsidiary after December 15, 2015 or (y) was formed December 15, 2015 for the purpose of acquiring assets and (ii) the proceeds of such Indebtedness are not Material Domestic Subsidiaries in an used by such Subsidiary to finance the construction of Real Estate Inventory; provided, that (A) the aggregate principal amount of Indebtedness incurred by any such Subsidiary pursuant to this Section 10.3(i) shall not exceeding 5% exceed the Consolidated Tangible Net Worth of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any such Subsidiary which is a Material Domestic Subsidiary so long as, at the time of incurrence of such Indebtedness and (B) the incurrence thereof and after giving effect thereto (on a pro forma basisaggregate principal amount of outstanding Indebtedness incurred pursuant to this Section 10.3(i), NAI is in pro forma compliance together with the maximum Leverage Ratio permitted under subparagraph 3(C)(1aggregate principal amount of outstanding Indebtedness incurred pursuant to Section 10.3(e), shall not at any time exceed $35,000,000.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of the Obligations and any obligations evidenced or other Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Borrower or any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements of any fixed or capital assetsassets and related software, 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4)Agreements; (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any acquisitions, or any dispositions permitted by Section 6.03 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (j) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (k) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (m) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries Loan Parties in an aggregate principal amount not exceeding 5to exceed the greater of (i) $675,000,000 and (ii) 7.5% of Consolidated Total Assets (calculated as of the most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)) at any time outstanding; (n) Indebtedness arising under a declaration of joint and several liability used for the purpose of Article 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); and (jo) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary Loan Party so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI the Borrower is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1Section 6.05(a).

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterIndebtedness under this Agreement; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter Documents and extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided, with respect to Indebtedness listed in the Disclosure Documents as of the Effective Date, only Indebtedness in a principal amount equal to or in excess of $50,000,000 shall be identified specifically, with all Indebtedness less than such amount being identified as one aggregate amount (which amount will be reflective of the outstanding balance thereof as of March 31, 2016); (c) Indebtedness of (i) any Subsidiary to the Company or any Material Domestic Subsidiary and (ii) any Subsidiary other Subsidiary; provided that is not a Material Domestic Subsidiary no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other Subsidiary that is not than the Company or a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement by such Subsidiary of any fixed or capital assets, including real property and Capital Lease Obligations Obligations, and any Indebtedness incurred or assumed in connection with the acquisition acquisition, construction or improvement of any such assets or assets, and any Indebtedness secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such of the foregoing Indebtedness referred to in this paragraph that do not increase the then outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided that such Indebtedness is incurred prior to or within 120 270 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (fe) Indebtedness (including any undrawn commitments under any revolving credit or similar facility) of any Person that becomes a Subsidiary after the date hereof; provided hereof so long as that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and or replacements of any such of the Indebtedness referred to above in this clause that either (x) do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or (y) if such extensions, renewals or replacements increase the outstanding principal amount (or total commitment) thereof, such increase is otherwise permitted under this Section 6.01; (gf) Indebtedness of any Subsidiary as an account party in respect of letters of creditcredit backing obligations (other than Indebtedness, bank guarantees and bankers’ acceptancesexcept performance, customs, surety, appeal or similar bonds to the extent constituting Indebtedness) of any Subsidiary; (g) Indebtedness consisting of industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (h) Indebtedness arising under a guarantee or indemnity given by any Subsidiary in respect favor of Swap Agreements permitted under subparagraph 3(B)(4a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of any Subsidiary (such as, but not limited to, Indebtedness in connection with credit card programs);; and (i) other Indebtedness not expressly permitted by clauses (a) through (h) above; provided that the sum, without duplication, of Subsidiaries which are not Material Domestic Subsidiaries in an (i) the outstanding Indebtedness permitted by this clause (i), (ii) the aggregate principal amount of the outstanding obligations secured by Liens permitted by Section 6.02(p) and (iii) the Attributable Debt in respect of Sale-Leaseback Transactions permitted by Section 6.03(b) does not exceeding 5at any time exceed 25% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Assets.

Subsidiary Indebtedness. NAI None of Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary of Ultimate Parent will not permit any Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing outstanding on the date hereof Effective Date and set forth on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.01 connection with any refinancing, refunding, renewal or extension thereof and by an amount equal to any existing commitments unutilized thereunder and (ii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the Disclosure Letter and extensions, renewals and replacements terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of any the Effective Date or (B) such Indebtedness that do not increase the then outstanding principal amount thereofSubsidiary is a Loan Party; (c) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) any Subsidiary to any Material Domestic Subsidiary such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) Indebtedness under the WC Term Loan Credit Agreement, provided that (A) the aggregate principal amount of Indebtedness outstanding thereunder does not exceed the principal amount thereof outstanding on the Effective Date, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancings, refundings, renewals or extensions thereof, and (B) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (x) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of the Effective Date or (y) each Subsidiary that is a primary obligor or guarantor with respect thereto is a Loan Party, (ii) Indebtedness under the Actavis Revolving Credit Agreement of any Subsidiary that is not a Material Domestic Subsidiary to Loan Party and (iii) Indebtedness under the Existing Actavis Term Loan Credit Agreement of any other Subsidiary that is not a Material Domestic SubsidiaryLoan Party; (de) Guarantees by any Subsidiary of Indebtedness otherwise permitted hereunder of NAI or any other Subsidiary; (e) Indebtedness Subsidiary or of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofUltimate Parent; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofEffective Date, and any refinancings, refundings, renewals or extensions thereof; 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) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and extensions, renewals and replacements (iii) the aggregate principal amount of any all such Indebtedness that do permitted by this Section 7.02(f) at any one time outstanding shall not increase exceed the outstanding principal amount thereofgreater of $750,000,000 and 15% of the Net Worth; (g) Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness in an aggregate principal amount at any one time outstanding not to exceed the greater of $750,000,000 and 15% of the Net Worth, subject, in the case of any Subsidiary as an account party such Indebtedness secured by a Lien, to the limitation set forth in respect of letters of credit, bank guarantees and bankers’ acceptancesSection 7.01(j); (h) additional secured or unsecured Indebtedness in respect of Swap Agreements not otherwise permitted under subparagraph 3(B)(4)this Section 7.02 in an aggregate principal amount at any time outstanding that, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, does not exceed the greater of $750,000,000 and 15% of the Net Worth; (i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); (j) [reserved]; (k) Indebtedness of the Allergan Acquired Business or any of its Subsidiaries which are existing at the time of consummation of the Allergan Acquisition that is permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain outstanding following consummation of the Allergan Acquisition, and any refinancings, refundings, renewals or extensions thereof; provided that (i) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and (ii) the aggregate principal amount of such Indebtedness at any one time outstanding does not Material Domestic Subsidiaries exceed the principal amount thereof outstanding at such time, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof; and (l) (i) the Allergan Acquisition Term Facilities, and any refinancings, refundings, renewals or extensions thereof, provided that (A) no Subsidiary that is not a Loan Party shall be a primary obligor or guarantor with respect thereto and (B) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed $5,500,000,000, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof, (ii) Indebtedness of the Borrower under the Allergan Cash Bridge Facility in an aggregate principal amount not exceeding 5% to exceed $4,698,000,000, and (iii) Allergan Acquisition Indebtedness, and any refinancings, refundings, renewals or extensions thereof, provided that (A) no Subsidiary that is not a Loan Party shall be a primary obligor or guarantor with respect thereto and (B) the aggregate principal amount of Consolidated Total Assets such Indebtedness at any one time outstanding; and outstanding does not exceed the excess, if any, of (jx) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at $30,900,000,000 over (y) the time aggregate principal amount of the incurrence thereof and Loans outstanding at such time (determined after giving effect thereto (on a pro forma basisto the use of proceeds of such Indebtedness), NAI is except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in pro forma compliance connection with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)any such refinancings, refundings, renewals or extensions thereof.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness or permit to exist any preferred stock or other preferred equity interests, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterIndebtedness under this Agreement; (b) Indebtedness Indebtedness, preferred stock or other preferred equity interests existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter and extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); (c) Indebtedness Indebtedness, preferred stock or preferred equity interests of (i) any Subsidiary to any Material Domestic Subsidiary Subsidiaries existing at the time they become Subsidiaries and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary incurred or issued or sold in contemplation of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; their becoming Subsidiaries and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); (fd) Indebtedness of any Person that becomes a Subsidiary after incurred to finance the date hereof; acquisition, construction or improvement by such Subsidiary of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness exists at is incurred prior to or within 180 days after such acquisition or the time completion of such Person becomes a Subsidiary and is not created in contemplation of construction or in connection with such Person becoming a Subsidiaryimprovement, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); NYDOCS02/1175986.51175986.8 72 (e) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or any preferred stock or other preferred equity interests of any Subsidiary held by the Company or any other Subsidiary; provided that no such Indebtedness, preferred stock or other preferred equity interests shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (gf) Indebtedness of any Subsidiary as an account party in respect of letters of creditcredit or letters of guarantee, bank guarantees and bankers’ acceptancesin each case backing obligations that do not constitute Indebtedness of any Subsidiary; (g) Indebtedness consisting of industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; and (h) other Indebtedness and preferred stock and other preferred equity interests not expressly permitted by clauses (a) through (g) above; provided that the sum, without duplication, of (i) the aggregate principal amount of the outstanding Indebtedness, and the aggregate liquidation preference value of the outstanding preferred stock and other preferred equity interests, permitted by this clause (h), (ii) the aggregate principal amount of the outstanding Indebtedness and other obligations secured by Liens (including Liens deemed to exist in connection with the principal amount of Securitization Transactions) permitted by Section 6.02(j) and (iii) the Attributable Debt in respect of Swap Agreements Sale‑Leaseback Transactions permitted under subparagraph 3(B)(4); by Section 6.03(b) does not at any time exceed the greater of (iA) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5US$500,000,000 and (B) 15% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Stockholders’ Equity.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (zi) the Credit Agreement referenced on obligations incurred under the first page of the Disclosure LetterNote Documents; (bii) Indebtedness of any Subsidiary existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter 6A and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof (other than for accrued interest, premiums, costs and expenses); (ciii) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Company or any other Subsidiary that is not a Material Domestic Subsidiary; (d) , and Guarantees by any Subsidiary of Indebtedness of NAI another Subsidiary permitted under clause (i), (ii), (iv) or any other Subsidiary(v) of this paragraph 6A; (eiv) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofthereof (other than for accrued interest, premiums, costs and expenses); provided that (A) such Indebtedness is incurred prior to or within 120 ninety (90) days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (B) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (iv), when aggregated with the principal amount of similar Indebtedness of the Company, shall not exceed $150,000,000 at any time outstanding; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gv) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (ivi) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an any Subsidiary; provided that the aggregate outstanding principal amount not exceeding 5% of Consolidated Total Assets Indebtedness permitted by this clause (vi) at any time outstanding(excluding Indebtedness of any Subsidiary that has guaranteed the obligations of the Issuer under 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 guaranteed under the Bank Credit Agreement shall be permitted under this clause (vi); and (jvii) other Indebtedness (including Guarantees of Indebtedness) of any Subsidiary which is incurred in connection with the Bank Credit Agreement, to the extent that each Subsidiary providing such a Material Domestic Subsidiary so long as, at Guarantee has Guaranteed the time obligations of the incurrence thereof Issuer under the Note Documents pursuant to documentation in form and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with substance reasonably satisfactory to the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Required Holders.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness or permit to exist any preferred stock or other preferred equity interests, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterIndebtedness under this Agreement; (b) Indebtedness Indebtedness, preferred stock or other preferred equity interests existing on the date hereof and set forth in on Schedule 6.01 to the Disclosure Letter and extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); (c) Indebtedness Indebtedness, preferred stock or preferred equity interests of (i) any Subsidiary to any Material Domestic Subsidiary Subsidiaries existing at the time they become Subsidiaries and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary incurred or issued or sold in contemplation of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; their becoming Subsidiaries and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); (fd) Indebtedness of any Person that becomes a Subsidiary after incurred to finance the date hereof; acquisition, construction or improvement by such Subsidiary of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness exists at is incurred prior to or within 180 days after such acquisition or the time completion of such Person becomes a Subsidiary and is not created in contemplation of construction or in connection with such Person becoming a Subsidiaryimprovement, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); (ge) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or any preferred stock or other preferred equity interests of any Subsidiary held by the Company or any other Subsidiary; provided that no such Indebtedness, preferred stock or other preferred equity interests shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (f) Indebtedness of any Subsidiary as an account party in respect of letters of creditcredit or letters of guarantee, bank guarantees and bankers’ acceptancesin each case backing obligations that do not constitute Indebtedness of any Subsidiary; (g) Indebtedness consisting of industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; and (h) other Indebtedness and preferred stock and other preferred equity interests not expressly permitted by clauses (a) through (g) above; provided that the sum, without duplication, of (i) the aggregate principal amount of the outstanding Indebtedness, and the aggregate liquidation preference value of the outstanding preferred stock and other preferred equity interests, permitted by this clause (h), (ii) the aggregate principal amount of the outstanding Indebtedness and other obligations secured by Liens (including Liens deemed to exist in connection with the principal amount of Securitization Transactions) permitted by Section 6.02(j) and (iii) the Attributable Debt in respect of Swap Agreements Sale-Leaseback Transactions permitted under subparagraph 3(B)(4); by Section 6.03(b) does not at any time exceed the greater of (iA) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5US$1,500,000,000 and (B) 15% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Stockholders’ Equity.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary of the Borrower to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee Indebtedness existing on the Effective Date which is either (i) set forth on Schedule 5.06 or assumption of any obligations evidenced or created by (ii) in a principal amount that is less than (x) any of the Operative Documents, $25,000,000 individually and (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) $100,000,000 in the Credit Agreement referenced on the first page of the Disclosure Letteraggregate; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 of any Subsidiary owing to the Disclosure Letter and extensions, renewals and replacements of Borrower or any Subsidiary; provided that such Indebtedness that do shall not increase have been transferred to any Person other than the then outstanding principal amount thereofBorrower or a Subsidiary; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; provided that a Subsidiary shall not Guarantee Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section if it were a primary obligor thereon; (ed) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, repair, development or improvements improvement of any fixed or capital assets, including Capital Lease Obligations Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereofassets; provided that such Indebtedness is when incurred prior to shall not exceed the purchase price and costs, as applicable, of acquisition, construction, repair, development or within 120 days after such acquisition or improvement of the completion of such construction or improvement; asset(s) financed and extensionsall fees, renewals costs and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofexpenses relating thereto; (fe) Indebtedness of any a Person that is not a Subsidiary of the Borrower as of the Effective Date and that becomes a Subsidiary after the date hereof; provided that Effective Date or is merged or consolidated with or into the Borrower or any Subsidiary after the Effective Date, in each case, if such Indebtedness exists is existing at the time such Person becomes a Subsidiary or is so merged or consolidated and is not created incurred in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereoftransaction; (gf) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and letters of guaranty, bankers’ acceptancesacceptances and similar instruments issued for the account of any Subsidiary in the ordinary course of business; (g) Indebtedness in respect of netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or in connection with any 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 respect each case, incurred in the ordinary course of Swap Agreements permitted under subparagraph 3(B)(4)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 Subsidiaries which are not Material Domestic Subsidiaries insurance premiums in an aggregate principal amount not exceeding 5% the ordinary course of Consolidated Total Assets at any time outstanding; andbusiness; (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, Subsidiary; provided that at the time of the incurrence thereof and after giving effect thereto (on a pro forma basiseffect 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 (k) extensions, refinancings, renewals or replacements of the Indebtedness permitted by clause (a), NAI is (d) or (e) above which, in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)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.

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to the Borrower or any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary Guarantor of Indebtedness of NAI or any other Subsidiarythe Borrower; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assetsassets and related software, 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 (and any additions, accessions, parts, improvement improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause ‎(e) shall not exceed $100,000,000 at any time outstanding; (f) Indebtedness of any Subsidiary as an account party in respect of trade or standby letters of credit, bank guarantees, bankers’ acceptances and similar instruments and any guarantees of such Indebtedness of another Subsidiary; (g) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any acquisitions, dispositions permitted by ‎Section 6.04 or Section 6.05 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (h) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (i) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (j) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (k) Indebtedness of any Person that becomes a Subsidiary after the date hereofhereof pursuant to an acquisition permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gl) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount of such Indebtedness, when aggregated with the aggregate principal amount of Indebtedness and other obligations permitted by ‎Section 6.02(k) not exceeding 5the greater of $50,000,000 and 2.0% of Consolidated Total Tangible Assets at any time outstanding; (m) Indebtedness incurred in connection with Swap Agreements permitted by Section 6.06; (n) Indebtedness arising in connection with (i) customary cash management services, (ii) overdraft facilities and (ii) the endorsements of instruments for deposit in the ordinary course of business; and (jo) other Indebtedness consisting of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted obligations under subparagraph 3(C)(1)repurchase agreements.

Subsidiary Indebtedness. NAI FDSI will not permit any Subsidiary (other than the Borrower) to create, incur, assume or permit suffer to exist exist, any Indebtedness, exceptother than: (a) by Guarantee Indebtedness owed to FDSI or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterto a wholly owned Subsidiary; (b) Indebtedness existing on the date hereof (whether such Indebtedness is Indebtedness of a subsidiary of FDSI or a subsidiary of the Borrower) and set forth in described on Schedule 6.01 to (the Disclosure Letter "Existing Indebtedness"), and extensionsany Indebtedness extending the maturity of, renewals and replacements of any such Indebtedness or refunding or refinancing, in whole or in part, the Existing Indebtedness; provided that do not increase the then outstanding principal amount thereofof such Existing Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a result of, or in connection with, such extension, refunding or refinancing; (c) Indebtedness endorsement of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiarynegotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) Guarantees by any Subsidiary Indebtedness incurred in connection with the sale or other disposition of accounts receivable arising in connection with the Receivables Financing Facility, including Indebtedness consisting of NAI or any other Subsidiaryindemnification obligations of the Subsidiaries and FDSI's guarantee thereof; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided hereof that such Indebtedness exists is existing at the time such Person becomes a Subsidiary and is not created (other than Indebtedness incurred solely in contemplation of or in connection with such Person becoming a Subsidiary) and any Indebtedness extending the maturity of, or refunding or refinancing, such Indebtedness, in whole or in part; provided that the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and extensionsthe direct and contingent obligors therefor shall not be changed as a result of, renewals and replacements of any or in connection with, such Indebtedness that do not increase the outstanding principal amount thereof;extension, refunding or refinancing; and (gf) other Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount at any time outstanding not exceeding 5to exceed 10% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Net Worth.

Subsidiary Indebtedness. NAI will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee The Borrower will not cause or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) permit any Subsidiary that is not a Material Domestic Guarantor to Incur any Indebtedness. (b) Section 7.02(a) shall not apply to the following items of Indebtedness: (i) (A) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary to any other Subsidiary that in connection with an acquisition of substantially all the assets of such Person, so long as such indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and (B) Refinancing Indebtedness thereof, so long as such Refinancing Indebtedness is not a Material Domestic SubsidiaryIncurred by the same Person(s) as the indebtedness being refinanced or replaced; (dii) Guarantees by any Subsidiary of (A) Indebtedness of NAI a Person existing at the time such Person becomes a Subsidiary, so long as such indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and (B) Refinancing Indebtedness thereof, so long as such Refinancing Indebtedness is Incurred by the same Person(s) as the indebtedness being refinanced or any other Subsidiaryreplaced; (eiii) (A) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement of any fixed or capital assets, including Capital Lease Obligations Capitalized Leases, purchase money obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that the amount of such Indebtedness is incurred prior to does not exceed the cost of acquiring, constructing or within 120 days after improving such acquisition fixed or the completion of such construction or improvementcapital assets; and extensions(B) Refinancing Indebtedness thereof, renewals and replacements of any so long as such Refinancing Indebtedness that do not increase is Incurred by the outstanding principal amount thereofsame Person(s) as the indebtedness being refinanced or replaced; (fiv) Indebtedness of the Borrower owing to and held by any Person that becomes Subsidiary or indebtedness of a Subsidiary after owing to and held by the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of Borrower or in connection with such Person becoming a any other Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to to, create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by the Obligations (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterincluding Replacement Facilities in respect thereof subject to Section 2.23); (b) Indebtedness existing on the date hereof Term Loan Effective Date (or, in the case of any revolving credit facility, available to be drawn) and set forth in Schedule 6.01 to the Disclosure Letter and extensions, refinancings, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the then outstanding principal amount thereofthereof (or, in the case of any revolving credit facility, does not increase the maximum principal amount available to be drawn thereunder), except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (c) Indebtedness of (i) any Subsidiary to the Borrower or any Material Domestic Subsidiary and (ii) other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Material Domestic Subsidiary Loan Party to any other Subsidiary that is not a Material Domestic SubsidiaryLoan Party shall be subject to the limitations set forth in Section 6.04(d); (d) Guarantees by any Subsidiary of Indebtedness of NAI the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and any additions, accessions, parts, improvement improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of any such Indebtedness that do not increase (ii) the outstanding aggregate principal amount thereofof Indebtedness permitted by this clause (e) shall not exceed $150,000,000 at any time outstanding; (f) Indebtedness as an account party in respect of trade or standby letters of credit, bank guarantees or bankers’ acceptances; (g) Indebtedness secured by a Lien on any asset of the Borrower or any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (g) shall not in the aggregate exceed $60,000,000 at any time; (h) unsecured Indebtedness in an aggregate principal amount not exceeding $200,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties permitted by this clause (h) shall not exceed $150,000,000 at any time outstanding; (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations in connection with any Permitted Acquisitions, dispositions permitted by Section 6.03 or other uses provided for in clause (d) of the definition of Permitted Encumbrances; (j) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (k) Indebtedness arising in connection with customary treasury or cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days after its incurrence; (l) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (n) customary indemnification obligations pursuant to factoring or similar arrangements permitted pursuant to Section 6.03(viii); (o) Indebtedness of any Person that becomes a Subsidiary after the date hereofRestatement Effective Date pursuant to a Permitted Acquisition; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gp) Indebtedness consisting of any Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptancesobligations under repurchase agreements; (hq) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding[reserved]; and (jr) other Indebtedness of under any Subsidiary which is a Material Domestic Subsidiary so long asindenture, at document, agreement or instrument evidencing or entered into in connection with the time Senior Notes, including any Guarantee of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with foregoing; provided that the maximum Leverage Ratio permitted under subparagraph 3(C)(1)aggregate principal amount at any time outstanding of the Senior Notes shall not exceed $2,000,000,000.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or Indebtedness created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letterhereunder; (b) Indebtedness existing on the date hereof and set forth May 11, 1999 or incurred pursuant to commitments existing on May 11, 1999 in Schedule 6.01 to the Disclosure Letter an amount not in excess of US$350,000,000 and extensions, renewals and or replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof or commitments to lend in respect thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI the Company or any other Subsidiary; (ed) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements improvement by any Subsidiary of any fixed or capital assets and related inventory and intangible assets, including Capital Lease Obligations and any Indebtedness incurred or assumed in connection with the acquisition acquisition, construction or improvement of any such assets or secured by a Lien on any such assets (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 365 days after such acquisition or the later of the completion of such construction or improvement; and extensions, renewals and replacements improvement or the date of any such Indebtedness that do not increase commercial operation of the outstanding principal amount thereofassets constructed or improved; (fe) Indebtedness of any Person that becomes a Subsidiary after the date hereofMay 11, 1999; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (gf) Indebtedness of any Subsidiary as an account party in respect of letters of creditcredit backing obligations of any Subsidiary; (g) Indebtedness of any Subsidiary incurred to fund the cost of exploration, bank guarantees and bankers’ acceptances;drilling or development of any property of the Company or any Subsidiary; and (h) Indebtedness in respect consisting of Swap Agreements permitted under subparagraph 3(B)(4)industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstandingsecured by Liens permitted under Section 6.02 (l) and (m); and (j) other Other Indebtedness not expressly permitted by clauses (a) through (h) above; provided that the sum of any Subsidiary which is a Material Domestic Subsidiary so long as, at (i) the time of the incurrence thereof and after giving effect thereto Indebtedness permitted by this clause (on a pro forma basisj), NAI is in pro forma compliance with (ii) the maximum Leverage Ratio aggregate principal amount of outstanding obligations secured by Liens permitted under subparagraph 3(C)(1)by Section 6.02(o) and (iii) the Attributable Debt permitted by Section 6.03(b) does not at any time exceed 15% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. NAI (a) Each Borrower will not permit any Subsidiary (other than any Subsidiary that is a Borrower at such time or (x) prior to April 1, 2017, or if the Springing Collateral Date occurs, any Existing Guarantor or (y) unless the Springing Collateral Date has occurred, on or after April 1, 2017, any Subsidiary Guarantor) to create, incur, assume or permit to exist any IndebtednessIndebtedness or Attributable Debt, except: (ai) by Guarantee or assumption Guarantees of any obligations evidenced or Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (bii) Indebtedness Indebtedness, including Guarantees, existing on the date hereof Original Closing Date and set forth in Schedule 6.01 to the Disclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof6.01; (ciii) Guarantees of Indebtedness of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Existing Guarantor) to the extent such Indebtedness is permitted under this Agreement; (iv) Indebtedness of (i) any Subsidiary to FCX or any Material Domestic Subsidiary and Subsidiary; provided that, (iix) any Indebtedness in an aggregate principal amount in excess of $20,000,000 and owing by FCX or any Loan Party to any wholly-owned Subsidiary that is not a Material Domestic Subsidiary Loan Party shall be subject to an Intercompany Subordination Agreement and (y) if the Springing Collateral Date has occurred, any such Indebtedness owing to any other Subsidiary Collateral Party in an aggregate principal amount in excess of $20,000,000 shall be evidenced by a promissory note that is not shall have been pledged pursuant to a Material Domestic SubsidiaryCollateral Document; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (ev) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Original Closing Date; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any existing Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(a)(ix); (vi) Indebtedness and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.04, in each case incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of thereof but excluding Project Financings; provided that (i) any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 120 180 days after such acquisition or the completion of such construction or improvement; improvement and extensions, renewals and replacements of (ii) any such Indebtedness that do not increase the outstanding principal amount thereofAttributable Debt is incurred in accordance with Section 6.04; (fvii) Indebtedness Project Financings and Guarantees thereof in each case by the direct or indirect parent or parents of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation applicable Project Financing Subsidiary; (viii) letters of or credit in connection with environmental assurances and reclamation, provided that the aggregate face amount of all outstanding letters of credit issued pursuant to this paragraph (viii), when taken together with the aggregate amount of cash and other assets of FCX and the Subsidiaries securing, in accordance with Section 6.02(k), (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims (other than cash and other assets of any Subsidiary (other than any Subsidiary that is a Borrower at such Person becoming time or any Subsidiary Guarantor) securing any letter of credit as to which any Subsidiary (other than any Subsidiary that is a SubsidiaryBorrower at such time or any Subsidiary Guarantor) is the account party), shall not at any time exceed (x) prior to March 31, 2017, $500,000,000, and extensions(y) from and after March 31, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof2017, $1,250,000,000; (gix) other Indebtedness (including, for the avoidance of any Subsidiary as an account party doubt, letters of credit in connection with environmental assurances and reclamation) and Attributable Debt in respect of letters of creditsale and leaseback transactions permitted pursuant to Section 6.04, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long asprovided that, at the time of the incurrence thereof of any such Indebtedness and Attributable Debt and after giving effect thereto thereto, the sum of (on a pro forma basisi) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to this paragraph (i), NAI (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt of any Subsidiary that is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).a Borrower at such time or any Subsidiary Guarantor secured by a Lien pursuant to Section 6.02(l) and

Subsidiary Indebtedness. NAI will not permit Permit any Subsidiary Material Subsidiaries (excluding HDFS and HDFC) to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) by Guarantee or assumption of the Obligations and any obligations evidenced or other Indebtedness created by (x) any of under the Operative Loan Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness existing or contemplated on the date hereof Closing Date and set forth in on Schedule 6.01 to the Disclosure Letter 6.2.1(b) and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type to the extent that do such extension, renewal or replacement does not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary of Harley incurred pursuant to any Material Domestic Subsidiary and Permitted Finance Receivables Securitization (ii) including, without limitation, any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic SubsidiaryPermitted Securitization Recourse Obligations); (d) Guarantees by Indebtedness of any Subsidiary of Indebtedness of NAI Harley to any Company or any other SubsidiarySubsidiary of Harley; (e) Indebtedness of any Subsidiary incurred subject to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior permitted to the acquisition thereof, and extensions, renewals and replacements of any secure such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior pursuant to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSection 6.2.2; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (g) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank ; (g) guarantees and bankers’ acceptancesin respect of Indebtedness of Harley or any Subsidiary of Harley that is otherwise permitted hereunder; (h) Indebtedness arising under capitalized leases and purchase money obligations, in each case to finance the purchase, repair or improvement of fixed or capital assets, and extensions, renewals and replacements thereof, provided that any Lien in respect of Swap Agreements permitted under subparagraph 3(B)(4thereof shall be subject to the proviso in Section 6.2.2(b); (i) Indebtedness assumed in connection with any acquisition not prohibited under this Agreement (or, to the extent the principal amount thereof does not exceed the Indebtedness refinanced or replaced, Indebtedness incurred to refinance or replace any Indebtedness that would otherwise be assumed in connection with such an acquisition, but otherwise excluding Indebtedness incurred in contemplation of such an acquisition) and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type to the extent that such extension, renewal or replacement does not increase the principal amount thereof; (j) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (k) Indebtedness consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of equity interests to the extent not prohibited by this Agreement; (l) Indebtedness incurred in connection with acquisitions or dispositions not prohibited under this Agreement constituting indemnification obligations or the adjustment of the purchase price or similar adjustments; (m) Indebtedness under deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions not prohibited under this Agreement; (n) Indebtedness incurred in respect of cash management services, netting services, overdraft protection (so long as such overdraft is not outstanding for a period of more than two (2) Business Days) and similar arrangements, in each case in the ordinary course of business; (o) Indebtedness consisting of take-or-pay obligations contained in supply or similar arrangements in the ordinary course of business; (p) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of performance and surety, stay, customs, appeal and performance bonds and performance and completion guarantees or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business; (r) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes; (s) unsecured Indebtedness of H-D Varese Holding Co. S.r.l. and its Subsidiaries which are not Material Domestic Subsidiaries (including successors and assigns) in an aggregate principal amount not exceeding 5% of Consolidated Total Assets €200,000,000 at any time outstanding; (t) unsecured Indebtedness of Harley-Davidson Financial Services Canada, Inc. and its Subsidiaries (including successors and assigns) in an aggregate principal amount not exceeding $400,000,000 at any time outstanding; (u) Subordinated Indebtedness and Subordinated Intercompany Indebtedness; and (jv) other unsecured Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio not otherwise permitted under subparagraph 3(C)(1)this Section 6.2.1 in an aggregate principal amount not exceeding $150,000,000 at any time outstanding.

Subsidiary Indebtedness. NAI The Company will not permit any Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred Equity Interests except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative DocumentsIndebtedness, (y) preferred stock or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure Letter; (b) Indebtedness preferred Equity Interests existing on the date hereof Closing Date and set forth in on Schedule 6.01 to the Disclosure Letter 6.02, and any extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extension, renewal or replacement; (fb) Indebtedness of any Subsidiary owing to the Company or any other Subsidiary; provided, that, no such Indebtedness shall have been assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (c) Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided, that, such Indebtedness, preferred stock or preferred Equity Interests shall not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided, that, such Indebtedness is incurred prior to or within 180 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, Refinancing Indebtedness in respect of any of the foregoing; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereofClosing Date, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary; provided that provided, that, (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired and (ii) no Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged or consolidated) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and extensions, renewals and replacements Refinancing Indebtedness in respect of any such of the foregoing; (f) Guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided, that, (i) the Indebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that do not increase shall guarantee Indebtedness of any Borrower shall also have guaranteed the outstanding principal amount thereofObligations under an agreement satisfactory in form and substance to the Administrative Agent; (g) Indebtedness of any Subsidiary as an account party incurred in respect of letters of credit, bank guarantees and bankers’ acceptancesconnection with Hedging Agreements entered into for non-speculative purposes; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1).

Subsidiary Indebtedness. NAI The Borrower will not permit any Subsidiary to of its Restricted Subsidiaries to, create, incurincur or assume, assume or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) by Guarantee or assumption of any obligations evidenced or created by (x) any of the Operative Documents, (y) or other comparable agreements between BNPPLC and NAI covering other properties, or (z) the Credit Agreement referenced on the first page of the Disclosure LetterObligations; (b) (i) Indebtedness with respect to Capital Lease Obligations and purchase money Indebtedness in an aggregate principal amount outstanding not to exceed, at the time of incurrence thereof, the greater of (x) $1,100,000,000 and (y) 10% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided that any such Indebtedness shall be secured only by the assets (including all accessions, attachments, improvements and the proceeds thereof) acquired, constructed or improved in connection with the incurrence of such Indebtedness; provided, however, that if any Indebtedness is incurred to extend, renew, refinance or replace any such Indebtedness initially incurred under this clause (b) in reliance on subclause (y) above and such incurrence would cause the amount permitted under subclause (y) above to be exceeded, such extensions, renewals, refinancings or replacements shall be permitted so long as the resulting Indebtedness is of a similar type and does not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred; (c) Indebtedness in an aggregate outstanding principal amount not to exceed, at the time of incurrence thereof, together with (without duplication) the aggregate amount of Liens outstanding at such time incurred pursuant to Section 6.2(n), the greater of (x) $1,100,000,000 and (y) 10% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided, however, that if any Indebtedness is incurred to extend, renew, refinance or replace any such Indebtedness initially incurred under this clause (c) in reliance on subclause (y) above and such incurrence would cause the amount permitted under subclause (y) above to be exceeded, such extensions, renewals, refinancings or replacements shall be permitted so long as the resulting Indebtedness is of a similar type and does not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under clause (k) of Article VIII; (f) Indebtedness in connection with cash management or custodial agreements, netting services, automatic clearinghouse arrangements, overdraft protections and other similar obligations in connection with deposit accounts and securities accounts and Indebtedness in connection with credit card, debit card or other similar cards or payment processing services; (g) Guarantees by a Restricted Subsidiary of Indebtedness of any Restricted Subsidiary that is not a Guarantor with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations; (h) Indebtedness existing on the date hereof Restatement Effective Date and set forth described in Schedule 6.01 6.1 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; (c) with Indebtedness of (i) any Subsidiary to any Material Domestic Subsidiary and (ii) any Subsidiary a similar type that is not a Material Domestic Subsidiary to any other Subsidiary that is not a Material Domestic Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of NAI or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvements 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 (and additions, accessions, parts, improvement and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the then outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement; and extensions, renewals and replacements of any such Indebtedness that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (fi) obligations under any Swap Agreement; provided that such obligations are entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (j) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business; (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the date hereofhereof pursuant to an Acquisition permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;; and (gm) Indebtedness of any Restricted Subsidiary as an account party in respect of letters of credit, bank guarantees and bankers’ acceptances; (h) Indebtedness in respect of Swap Agreements permitted under subparagraph 3(B)(4); (i) Indebtedness of Subsidiaries which are not Material Domestic Subsidiaries in an aggregate principal amount not exceeding 5% of Consolidated Total Assets at any time outstanding; and (j) other Indebtedness of any Subsidiary which that is a Material Domestic Subsidiary so long as, at the time of the incurrence thereof and after giving effect thereto (on a pro forma basis), NAI is in pro forma compliance with the maximum Leverage Ratio permitted under subparagraph 3(C)(1)Guarantor.