Common use of Indebtedness of Restricted Subsidiaries Clause in Contracts

Indebtedness of Restricted Subsidiaries. The Borrower will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (i) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; (d) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; provided that the Indebtedness so Guaranteed is not prohibited by this Section 6.01; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (i) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (x) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (y) the Borrower is in compliance on a Pro Forma Basis after giving effect to the assumption of such Indebtedness with the covenants contained in Sections 6.09 (if then applicable) and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b), and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (f); (g) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (ii) the aggregate principal amount outstanding of such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p); and (i) other Indebtedness of Restricted Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (B) the aggregate principal amount outstanding of such Indebtedness incurred under this clause (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred under clause (q) of this Section 6.01.

Indebtedness of Restricted Subsidiaries. The Borrower Company will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to create, incur, assume or permit suffer to exist any IndebtednessIndebtedness (which for purposes of this covenant shall include, except: without duplication, Guarantee Obligations) unless immediately thereafter the aggregate amount of (x) all Indebtedness of Restricted Subsidiaries (excluding (A) any Guarantee Obligations in respect of Indebtedness under the Credit Facility, and (B) Indebtedness owed to the Company or a Restricted Subsidiary, including any renewal or replacement of any of the obligations under clauses (A) or (B)), (y) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture and (z) the discounted present value of all net rentals payable under leases covered by Section 4.08 of the Indenture (and not expressly excluded therefrom) would not exceed the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that, solely, for the purposes of this covenant, Indebtedness shall not include indebtedness incurred in connection with (a) Indebtedness (if any) of any Restricted Subsidiary created hereunder overdraft or similar facilities related to settlement, clearing and under the other Loan Documents; (i) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; (d) Guarantees related activities by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; provided that the Indebtedness so Guaranteed is not prohibited by this Section 6.01; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (i) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) Purchased Receivables Financings, (c) to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a transaction purchase or acquisition otherwise permitted hereunderunder the Indenture, (d) after obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims or other statutory obligations and obligations in respect of bank overdrafts not more than two days overdue, in each case, incurred in the date hereofordinary course of business, or (e) indebtedness owing to insurance companies to finance insurance premiums incurred in the ordinary course of business and (f) Guarantee Obligations with respect to Indebtedness and other liabilities otherwise permitted under the Indenture; and provided, further, that any Indebtedness of any a Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (xi) such Indebtedness exists existing at the time such Person becomes a Restricted Subsidiary (or is so merged with or consolidated) into the Company or such assets are acquired and such Indebtedness is not created in contemplation of such Person becoming a Restricted Subsidiary (or such merger other entity or consolidation) or such assets being acquired and (y) the Borrower is in compliance on a Pro Forma Basis after giving effect to the assumption of such Indebtedness with the covenants contained in Sections 6.09 (if then applicable) and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b), and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (f); (g) Indebtedness of any Restricted assumed by the Company or a Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers the acquisition of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (ii) the aggregate principal amount outstanding of such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p); and (i) other Indebtedness of Restricted Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (B) the aggregate principal amount outstanding of such Indebtedness incurred under this clause (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of the business of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contraryPerson, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to be Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary or otherwise deemed to be Indebtedness of a Restricted Subsidiary for the purposes of this covenant. For purposes of this covenant only, “Indebtedness” shall not include any obligations of any Person under any Financing Lease if the obligations of the lessee in respect of such lease would not have been incurred required to be capitalized on a balance sheet of the lessee under clause (q) of this Section 6.01United States generally accepted accounting principles as in effect on the Issue Date.

Indebtedness of Restricted Subsidiaries. The Borrower will not permit any of its Restricted Subsidiaries to, Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness or any Attributable Debt in respect of sale- leaseback transactions, except: (ai) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (iii) Indebtedness existing on the date hereof and set forth in Schedule 6.02. (iii) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided that Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.06; (div) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; provided that the Guarantees by any Subsidiary Loan Party of Indebtedness so Guaranteed of any Subsidiary that is not prohibited by this a Loan Party shall be subject to Section 6.016.06; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (iv) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness hereof as a result of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition a Permitted Business Acquisition permitted hereunderunder Section 6.06(e); provided that (xA) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (yB) the Borrower is and the Restricted Subsidiaries are in compliance compliance, on a Pro Forma Basis pro forma basis after giving effect to the assumption incurrence of such Indebtedness Indebtedness, with the financial covenants contained in Sections 6.09 (if 6.13, 6.14, 6.16, 6.17 and 6.18 to the extent then applicable) and 6.10; provided, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b)further, and (ii) Refinancing that any such Indebtedness in respect of Indebtedness incurred pursuant to may be permitted by this clause (f)v) only until such time as such Person merges or consolidates with the Borrower or another Person that is a Restricted Subsidiary on the date hereof; (gvi) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensationsurety, health, disability or performance and other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case similar bonds incurred in the ordinary course of businessbusiness not securing Indebtedness for borrowed money; (hvii) Indebtedness Capital Lease Obligations of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance Splitrock and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary its subsidiaries listed on Schedule 6.02 in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal to exceed the amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (ii) the aggregate principal amount outstanding of such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p)set forth on Schedule 6.02; and (iviii) other unsecured Indebtedness of Restricted Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (B) the aggregate in a principal amount at any time outstanding of such Indebtedness incurred under this clause (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred under clause (q) of this Section 6.01exceed $10,000,000.

Indebtedness of Restricted Subsidiaries. The Borrower will ---------------------------------------- not permit any of its Restricted Subsidiaries to, Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness or any Attributable Debt in respect of sale-leaseback transactions, except: (ai) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (iii) Indebtedness existing on the date hereof and set forth in Schedule 6.02. (iii) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided that Indebtedness of any -------- Restricted Subsidiary that is not a Loan Party to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.06; (div) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; provided that the Guarantees by any Subsidiary -------- Loan Party of Indebtedness so Guaranteed of any Subsidiary that is not prohibited by this a Loan Party shall be subject to Section 6.016.06; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (iv) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (xA) such Indebtedness exists at the -------- time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (yB) the Borrower is and the Restricted Subsidiaries are in compliance compliance, on a Pro Forma Basis pro forma basis after giving effect to the assumption incurrence of such Indebtedness Indebtedness, with the financial covenants contained in Sections 6.09 (if 6.13, 6.14, 6.15, 6.16, 6.17 and 6.18 to the extent then applicable) and 6.10; provided, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b)-------- further, and (ii) Refinancing that any such Indebtedness in respect of Indebtedness incurred pursuant to may be permitted by this clause (f)v) ------- only until such time as such Person merges or consolidates with the Borrower or another Person that is a Restricted Subsidiary on the date hereof; (gvi) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensationsurety, health, disability or performance and other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case similar bonds incurred in the ordinary course of businessbusiness not securing Indebtedness for borrowed money; (hvii) Indebtedness Capital Lease Obligations of any Restricted Subsidiary Splitrock and its subsidiaries in respect of performance bondsan amount that, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection together with any automated clearinghouse transfers outstanding Capital Lease Obligations of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustmentsSplitrock and its subsidiaries listed on Schedule 6.02, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount does not exceeding exceed $50,000,000 45,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (ii) the aggregate principal amount outstanding of such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p); and (iviii) other unsecured Indebtedness in a principal amount at any time outstanding not to exceed the lesser of Restricted Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby $10,000,000 and (B) the aggregate principal maximum amount outstanding of such Indebtedness then permitted to be incurred under this clause (q) does not exceed, in by the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred under clause (q) of this Section 6.01Indentures.

Indebtedness of Restricted Subsidiaries. The Borrower will not permit any of its Restricted Subsidiaries to, Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (iii) Indebtedness existing on the date hereof and set forth in Schedule 6.02. (iii) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided that Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.06; (div) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; provided that the Guarantees by any Subsidiary Loan Party of Indebtedness so Guaranteed of any Subsidiary that is not prohibited by this a Loan Party shall be subject to Section 6.016.06; (ev) Indebtedness of any Person (iincluding without limitation Indebtedness in respect of letters of credit) that becomes a Restricted Subsidiary after the date hereof; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (B) the Borrower and the Restricted Subsidiaries are in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the Financial Covenants, to the extent then applicable; provided further that any such Indebtedness may be permitted by this clause (v) only until such time as such Person merges or consolidates with the Borrower or another Person that is a Restricted Subsidiary on the date hereof; (vi) surety, performance and other similar bonds incurred in the ordinary course of business not securing Indebtedness for borrowed money or Capital Lease Obligations Obligations; (vii) other unsecured Indebtedness in a principal amount at any time outstanding not to exceed the lesser of (A) $50,000,000 and (B) the maximum amount then permitted to be incurred by the Indentures; provided that, in any Restricted Subsidiaryevent, the aggregate principal amount of unsecured Indebtedness of Foreign Subsidiaries outstanding in reliance on this Section 6.02(vii) shall not at any time exceed $20,000,000; (iiviii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction construction, installation, development or improvement of any fixed or capital assets, including Capital Lease Obligations, Attributable Debt and any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of 46 any such assets or secured by a Lien on any such assets prior to the acquisition thereof (thereof; provided that (xA) such Indebtedness or Attributable Debt is incurred prior to or within 270 180 days after such acquisition or the completion of such construction construction, installation, development or improvement and improvement, (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (i) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (x) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (yB) the Borrower is and the Restricted Subsidiaries are in compliance compliance, on a Pro Forma Basis pro forma basis after giving effect to the assumption of such Indebtedness with the covenants contained in Sections 6.09 (if then applicable) and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b), and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (f); (g) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) at the time of the incurrence of such Indebtedness, no Event with the Financial Covenants, to the extent then applicable and (C) the amount of Default exists such Indebtedness shall not exceed the cost of such acquisition, construction, installation, development or would be caused thereby improvement; (ix) Indebtedness incurred to refinance any Indebtedness permitted under clauses (ii) and (viii) of this Section 6.02; provided that (a) such refinancing Indebtedness (i) shall not have a greater outstanding principal amount (except to the extent necessary to pay fees, expenses, underwriting discounts and prepayment premiums in connection therewith), an earlier maturity date or a decreased weighted average life than the Indebtedness refinanced and (ii) shall be subordinated to the aggregate principal amount outstanding Indebtedness created under the Loan Documents to at least the extent, if any, of, and shall otherwise be issued on terms no less favorable in any material respect to the Lenders than, the Indebtedness refinanced, (b) the proceeds of such Indebtedness shall be used solely to repay the Indebtedness refinanced thereby and fees, expenses, underwriting discounts and prepayment premiums in connection therewith and (together with c) such refinancing Indebtedness is not G uaranteed by the aggregate principal amount outstanding Borrower (except, in the case of refinancing of Indebtedness permitted by clause (ii) of this Section 6.02, to the Borrower covered by Liens extent that such Indebtedness was originally so Guaranteed and permitted to be so Guaranteed pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p6.01); and (ix) other Indebtedness of Restricted Foreign Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (B) the aggregate principal amount outstanding of such Indebtedness incurred under this clause (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness account parties in respect of foreign currency standby letters of credit incurred to secure obligations of Foreign Subsidiaries, provided that the aggregate amount thereof does not exceed $60,000,000 (including the dollar equivalent of foreign currency obligations) at any Indebtedness incurred pursuant to this clause (q)time outstanding. For purposes of determining compliance with any particular amount of Indebtedness under this Section 6.016.02, if in the event an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described abovein the above clauses, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred under clause (q) of this Section 6.01.

Indebtedness of Restricted Subsidiaries. The Borrower will shall not permit any of its Restricted Subsidiaries to, Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (i) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other to another Restricted Subsidiary; (db) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; obligations under Swap Contracts, provided that the Indebtedness so Guaranteed is not prohibited by this Section 6.01; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (i) Indebtedness of any Person that becomes a Restricted Subsidiary obligations are (or of any Person not previously a Subsidiary that is merged or consolidated with or were) entered into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (x) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (y) the Borrower is in compliance on a Pro Forma Basis after giving effect to the assumption of such Indebtedness with the covenants contained in Sections 6.09 (if then applicable) and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b), and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (f); (g) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or otherwise as approved property held or reasonably anticipated by such Restricted Subsidiary, or changes in the board value of directors securities issued by such Restricted Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the Borroweraggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (od) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) existing at the time of acquisition of any new Restricted Subsidiary by the incurrence Borrower or by a then-existing Restricted Subsidiary of the Borrower; provided that such IndebtednessIndebtedness was not incurred in contemplation of, no Event and was in existence prior to, such acquisition and that neither the Borrower nor any other Restricted Subsidiary of Default exists or would be caused thereby and (ii) the aggregate principal amount outstanding of Borrower has any liability under such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect other than a Subsidiary of any Indebtedness incurred pursuant to this clause (pPerson so acquired); and (ie) other Indebtedness of Restricted Subsidiaries so long as (A) at the time of the incurrence Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of such Indebtedness, no Event of Default exists or would be caused thereby and (Bthis Section 7.03) the which does not exceed at any time an aggregate principal amount outstanding of such Indebtedness incurred under this clause equal to fifteen percent (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b15%) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred under clause (q) of this Section 6.01Consolidated Net Tangible Assets.

Indebtedness of Restricted Subsidiaries. The Borrower Company will not permit permit: Consolidated Indebtedness to exceed 58% of Consolidated Total Capitalization at any of its time; and Any Restricted Subsidiaries to, Subsidiary to create, incurassume, assume guaranty or permit to exist any Indebtedness, except: (a) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (i) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of otherwise incur any Indebtedness incurred pursuant to this clause (b); (c) other than: Indebtedness of any Restricted Subsidiary owed to the Borrower Company or any other another Restricted Subsidiary; (d) Guarantees by any ; Indebtedness of a Restricted Subsidiary outstanding at the date of Indebtedness the acquisition of any other such Restricted Subsidiary; provided that the Indebtedness so Guaranteed is not prohibited by this Section 6.01; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is was not incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (i) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (x) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of such Subsidiary becoming a Restricted Subsidiary and immediately after giving effect thereto, no Default or Event of Default would exist; and other Indebtedness; provided that after giving effect thereto and to the application of the proceeds therefrom, Priority Debt outstanding would not exceed 20% of Consolidated Net Worth. For purposes of this Section 10.1, any Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (y) the Borrower is in compliance on a Pro Forma Basis after giving effect to the assumption of such Indebtedness with the covenants contained in Sections 6.09 (if then applicable) and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b), and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (f); (g) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture; (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) deemed at the time of the incurrence becoming a Restricted Subsidiary to have incurred all of such Indebtedness, no Event of Default exists or would be caused thereby and (ii) the aggregate principal amount its then outstanding of such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p); and (i) other Indebtedness of Restricted Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (B) the aggregate principal amount outstanding of such Indebtedness incurred under this clause (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clausesany Person extending, although the Borrower may divide and classify an item of Indebtedness in one renewing or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in refunding any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred such Indebtedness at the time of such extension, renewal or refunding. So long as CIT Group/Business Credit, Inc. holds any Liens on any of the assets or property of the Company or any Restricted Subsidiary, the Company will not, and will not permit any Restricted Subsidiary to, incur or assume any Indebtedness owing to CIT Group/Business Credit, Inc. (other than Indebtedness not exceeding $6.2 million in the aggregate arising under clause (q) outstanding letters of this Section 6.01credit).

Indebtedness of Restricted Subsidiaries. The Borrower will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness (if any) of any Restricted Subsidiary created hereunder and under the other Loan Documents; (i) Indebtedness of any Restricted Subsidiary existing on the date hereof and either (x) set forth in Schedule 6.01 or (y) disclosed in the public reports of the Borrower filed or furnished with the SEC and (ii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (b); (c) Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; (d) Guarantees by any Restricted Subsidiary of Indebtedness of any other Restricted Subsidiary; provided that the Indebtedness so Guaranteed is not prohibited by this Section 6.01; (e) (i) Capital Lease Obligations of any Restricted Subsidiary, (ii) any Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed by any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that (x) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (y) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, together with any accrued and unpaid interest and fees and expenses in connection therewith) and (iii) any Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (e); (i) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that (x) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (y) the Borrower is in compliance on a Pro Forma Basis after giving effect to the assumption of such Indebtedness with the covenants contained in Sections 6.09 (if then applicable) and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b), and (ii) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (f); (g) Indebtedness of any Restricted Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee compensation or benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary in respect of Hedging Agreements permitted by Section 6.05; (j) Indebtedness of any Restricted Subsidiary owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any Restricted Subsidiary having actual knowledge of the incurrence thereof; (k) Indebtedness of any Restricted Subsidiary in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted hereunder; (l) Indebtedness of any Restricted Subsidiary incurred in the form of reimbursement obligations in respect of letters of credit issued for the account of the Borrower or any Restricted Subsidiary in an aggregate amount not exceeding $50,000,000 at any time outstanding; (m) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries consisting of working capital facilities in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (n) Guarantees by any Restricted Subsidiary of loans or advances to directors, officers or employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business or otherwise as approved by the board of directors of the Borrower; (o) Guarantees incurred by the Securitization Guarantors to the extent expressly permitted pursuant to an applicable Securitization Indenture;; and (p) (i) other Indebtedness of Restricted Subsidiaries not otherwise permitted by this paragraph so long as (i) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (ii) the aggregate principal amount outstanding of such Indebtedness (together with the aggregate principal amount outstanding of Indebtedness of the Borrower covered by Liens permitted pursuant to Section 6.02(k)) does not exceed, in the aggregate, the greater of (x) $1,500,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (p); and (i) other Indebtedness of Restricted Subsidiaries so long as (A) at the time of the incurrence of such Indebtedness, no Event of Default exists or would be caused thereby and (B) the aggregate principal amount outstanding of such Indebtedness incurred under this clause (q) does not exceed, in the aggregate, $5,541,600,000 and (ii) Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this clause (q). For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, may classify such item of Indebtedness and in such event only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 6.01. Notwithstanding anything herein or in any Schedule hereto to the contrary, on and after the Third Amendment Effective Date, (i) the Specified Third Amendment Effective Date Indebtedness shall be deemed not to have been incurred under clause (b) of this Section 6.01, and (ii) any outstanding amount on the Third Amendment Effective Date with respect to the Specified Third Amendment Date Indebtedness shall be deemed to have been incurred under clause (q) of this Section 6.01.