Common use of Indebtedness; Preferred Stock Clause in Contracts

Indebtedness; Preferred Stock. (a) No Loan Party nor any of its Restricted Subsidiaries shall create, incur, issue, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect to any Indebtedness (including Acquisition Debt), except for Permitted Indebtedness. Borrower will not issue any Prohibited Preferred Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided that Borrower’s Restricted Subsidiaries may issue preferred stock to Borrower or to any of its Restricted Subsidiaries provided (i) any subsequent issuance or transfer of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries, or (ii) any sale or other transfer of any such preferred stock to a Person that is not Borrower or one of its Restricted Subsidiaries, will be deemed, in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1. (b) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of a Loan Party unless such Indebtedness is also contractually subordinated in right of payment to the Obligations and the Indebtedness represented by the Senior Notes (including any guarantees thereof) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. Nothing contained in this Section 6.1(b) shall permit any Loan Party or any of its Restricted Subsidiaries to incur Indebtedness that is not Permitted Indebtedness.

Indebtedness; Preferred Stock. Create, incur, assume or suffer to exist any Indebtedness or Preferred Stock, except: (a) No Indebtedness under the First Lien Credit Agreement in an aggregate principal amount not to exceed Maximum First Lien Credit Agreement Amount at any one time outstanding; (b) Indebtedness under the Loan Party nor any of its Restricted Subsidiaries shall create, incur, issue, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect to any Indebtedness Documents (including Acquisition Debtany guarantees hereof), except for Permitted Indebtedness. ; (c) Contingent Obligations permitted by Section 6.03; (d) Indebtedness permitted by Section 6.06(b); (e) other Indebtedness of Borrower will and the Subsidiary Guarantors in an aggregate principal amount not issue to exceed $22,000,000 at any Prohibited Preferred Stock time outstanding; (f) Indebtedness of Borrower and will not permit any its Subsidiaries in respect of Financing Leases and Purchase Money Indebtedness of Borrower and its Restricted Subsidiaries to issue finance the purchase of fixed or capital assets in an amount which shall not exceed the purchase price of the assets purchased, and Refinancings thereof, in an aggregate principal amount not to exceed $22,000,000 at any shares one time outstanding; (g) Indebtedness in connection with surety (or similar) bonds, letters of preferred stockcredit, bank guarantees and performance bonds and other similar obligations obtained in the ordinary course of business in connection with workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of Borrower and its Subsidiaries and in connection with other surety and performance bonds in the ordinary course of business; (h) Indebtedness under Hedging Agreements permitted by Section 6.08; (i) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees (including, “employees” as defined in Section 6.11(c)) or former employees of Holdco, Borrower or any Subsidiary or their spouses or estates to purchase or redeem Equity Interests of Holdco which promissory notes are issued in accordance with Section 6.11(c); (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with Acquisitions or dispositions of any business, assets or Subsidiary of Borrower, other than Indebtedness incurred for the purpose of financing any such Acquisition; (k) Indebtedness and cash management obligations in respect of netting services and otherwise in connection with cash management deposit accounts; provided that Borrower’s Restricted Subsidiaries may issue preferred stock such Indebtedness and obligations remain outstanding for not more than ten Business Days; (l) Subordinated Indebtedness of Holdco to its Parent in an aggregate principal amount not to exceed the amount of Dividend Payments that Borrower or would be permitted to any make to Holdco pursuant to Section 6.11; provided that Borrower shall be deemed to have made Dividend Payments under Section 6.11 equal to the amount of its Restricted Subsidiaries provided Indebtedness so incurred; (im) any subsequent issuance or transfer Indebtedness of Stock that results in any such preferred stock being held by a Person other than Borrower or one Indebtedness attaching to assets of its Restricted Subsidiaries, or (ii) any sale or other transfer of any such preferred stock to a Person that, in either case, becomes a Subsidiary of Borrower after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed, at the time of such incurrence, the greater of (x) $60,000,000 and (y) 3.75% of Consolidated Total Assets of the Borrower at any one time outstanding, provided that is not Borrower (x) such Indebtedness existed at the time such Person became a Subsidiary or one of its Restricted Subsidiaries, will be deemedat the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdco, Borrower or any Subsidiary (other than by any Person so acquired); (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (n) above; (p) Indebtedness in respect of deferred compensation to constitute an issuance employees of Borrower incurred in the ordinary course of business; (q) Indebtedness representing the Minimum Cash Balance (as such term is defined in the Merger Agreement); (r) intercompany Indebtedness among the Loan Parties; (s) Borrower may and its Subsidiaries may issue any preferred stock by one or other preferred Equity Interests, that is (i) non-cash pay Preferred Stock of Borrower’s Restricted Subsidiaries that is not permitted , issued to Holdco and pledged pursuant to this Section 6.1. the Security Agreement or (bii) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right preferred stock or other preferred Equity Interests of payment a Subsidiary, issued to any other Indebtedness of a Loan Party unless such Indebtedness is also contractually subordinated in right of payment and pledged pursuant to the Security Agreement; (t) Subordinated Indebtedness in an aggregate amount not to exceed $200,000,000 at any one time outstanding, so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (u) Indebtedness consisting of Attributable Indebtedness so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (v) earnout obligations and working capital adjustments under the LLC Agreement or in connection with any Permitted Acquisitions; and (w) Indebtedness existing on the Closing Date as set forth in Schedule 6.01(w). Holdco and Borrower hereby agree that they shall not, and shall not permit any of their Subsidiaries to, designate, or permit or suffer to exist the designation of, any Indebtedness or other obligation (other than the Secured Obligations and the Indebtedness represented by the First Lien Obligations) as “Designated Senior Notes Indebtedness” (including any guarantees thereof) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. Nothing contained in this Section 6.1(b) shall permit any Loan Party or any comparable designation that confers upon the holders of its Restricted Subsidiaries such Indebtedness or other obligation (or any Person acting on their behalf) the right to incur Indebtedness that initiate payment blockage periods) under any Contractual Obligation to which Holdco, Borrower and/or any Subsidiary is not Permitted Indebtednessbound.

Indebtedness; Preferred Stock. Create, incur, assume or suffer to exist any Indebtedness or Preferred Stock, except: (a) No Loan Party nor any Indebtedness under the Second Lien Credit Agreement (as defined in clause (i) of its Restricted Subsidiaries shall create, incur, issue, assume, suffer the definition of such term) in an aggregate principal amount not to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with exceed $170,000,000 and Refinancing Indebtedness in respect to any Indebtedness (including Acquisition Debt), except for Permitted Indebtedness. Borrower will not issue any Prohibited Preferred Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stockthereof; provided that Borrower’s Restricted Subsidiaries may issue preferred stock to Borrower or to any of its Restricted Subsidiaries provided (i) any subsequent issuance or transfer of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries, or Refinancing Indebtedness otherwise complies with the Intercreditor Agreement and (ii) if such Refinancing Indebtedness is secured, the lenders thereof (or an agent on their behalf) become party to the Intercreditor Agreement on terms substantially identical to those applicable to the then-existing Second Lien Secured Parties; (b) Indebtedness under the Loan Documents (including any sale guarantees hereof and the Incremental Facility); (c) Contingent Obligations permitted by Section 6.03; (d) Indebtedness permitted by Section 6.06(b); (e) other Indebtedness of Borrower and the Subsidiary Guarantors in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (f) Indebtedness of Borrower and its Subsidiaries in respect of Financing Leases and Purchase Money Indebtedness of Borrower and its Subsidiaries to finance the purchase of fixed or capital assets in an amount which shall not exceed the purchase price of the assets purchased, and Refinancings thereof, in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding; (g) Indebtedness in connection with surety (or similar) bonds, letters of credit, bank guarantees and performance bonds and other similar obligations obtained in the ordinary course of business in connection with workers’ compensation, health, disability or other transfer employee benefits, environmental obligations or property, casualty or liability insurance of Borrower and its Subsidiaries and in connection with other surety and performance bonds in the ordinary course of business; (h) Indebtedness under Hedging Agreements permitted by Section 6.08; (i) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees (including, “employees” as defined in Section 6.11(c)) or former employees of Holdco, Borrower or any Subsidiary or their spouses or estates to purchase or redeem Equity Interests of Holdco which promissory notes are issued in accordance with Section 6.11(c); (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with Acquisitions or dispositions of any business, assets or Subsidiary of Borrower, other than Indebtedness incurred for the purpose of financing any such preferred stock Acquisition; (k) Indebtedness and cash management obligations in respect of netting services and otherwise in connection with cash management deposit accounts; provided that such Indebtedness and obligations remain outstanding for not more than ten Business Days; (l) Subordinated Indebtedness of Holdco to its Parent in an aggregate principal amount not to exceed the amount of Dividend Payments that Borrower would be permitted to make to Holdco pursuant to Section 6.11; provided that Borrower shall be deemed to have made Dividend Payments under Section 6.11 equal to the amount of Indebtedness so incurred; (m) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Borrower after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed, at the time of such incurrence, the greater of (x) $50,000,000 and (y) 3.5% of Consolidated Total Assets of the Borrower at any one time outstanding, provided that is not Borrower (x) such Indebtedness existed at the time such Person became a Subsidiary or one of its Restricted Subsidiaries, will be deemedat the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdco, Borrower or any Subsidiary (other than by any Person so acquired); (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (n) above; (p) Indebtedness in respect of deferred compensation to constitute an issuance employees of Borrower incurred in the ordinary course of business; (q) Indebtedness representing the Minimum Cash Balance (as such term is defined in the Merger Agreement); (r) intercompany Indebtedness among the Loan Parties; (s) Borrower may and its Subsidiaries may issue any preferred stock by one or other preferred Equity Interests, that is (i) non-cash pay Preferred Stock of Borrower’s Restricted Subsidiaries that is not permitted , issued to Holdco and pledged pursuant to this Section 6.1. the Security Agreement or (bii) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right preferred stock or other preferred Equity Interests of payment a Subsidiary, issued to any other Indebtedness of a Loan Party unless and pledged pursuant to the Security Agreement; (t) Subordinated Indebtedness in an aggregate amount not to exceed $200,000,000 at any one time outstanding, so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (u) Indebtedness consisting of Attributable Indebtedness so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (v) earnout obligations and working capital adjustments under the LLC Agreement or in connection with any Permitted Acquisitions; and (w) Indebtedness existing on the Closing Date as set forth in Schedule 6.01(w). Holdco and Borrower hereby agree that they shall not, and shall not permit any of their Subsidiaries to, designate, or permit or suffer to exist the designation of, any Indebtedness or other obligation (other than the Secured Obligations) as “Designated Senior Indebtedness” (or any comparable designation that confers upon the holders of such Indebtedness is also contractually subordinated in right of payment to the Obligations and the Indebtedness represented by the Senior Notes or other obligation (including any guarantees thereof) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. Nothing contained in this Section 6.1(b) shall permit any Loan Party or any of its Restricted Subsidiaries Person acting on their behalf) the right to incur Indebtedness that initiate payment blockage periods) under any Contractual Obligation to which Holdco, Borrower and/or any Subsidiary is not Permitted Indebtednessbound.

Indebtedness; Preferred Stock. (a) No The Borrower will not, nor will ----------------------------- it permit any Subsidiary Loan Party nor any of its Restricted Subsidiaries shall to, create, incur, issueassume or permit to exist any Indebtedness or issue any preferred stock, assumeexcept: (a) Indebtedness created under the Loan Documents and other Eligible Secured Debt; (b) subject to Section 6.04, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; (c) subject to Section 6.04, Guarantees by the Borrower of Indebtedness of any Subsidiary; (including Acquisition Debtd) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets by the Borrower or such Subsidiary (other than assets that are an integral part of any of the telecommunications or data network systems of the Borrower and its Subsidiaries or other assets that become accessions to such assets or the removal or loss of which would adversely affect the value of any such assets), except for Permitted Indebtedness. Borrower will not issue including Capital Lease Obligations and any Prohibited Preferred Stock and will not permit Indebtedness assumed in connection with the acquisition of any of its Restricted Subsidiaries such assets or secured by a Lien on any such assets prior to issue any shares of preferred stockthe acquisition thereof; provided that Borrower’s Restricted Subsidiaries may issue preferred stock (A) such Indebtedness is -------- incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) any such Indebtedness incurred in connection with any particular acquisition, construction or improvement shall not exceed 90% of the cost of such acquisition, construction or improvement; provided further that the aggregate principal amount of such Indebtedness (and -------- Indebtedness incurred to refinance such Indebtedness permitted by clause (f) below) shall not exceed $10,000,000 at any time outstanding; (e) Indebtedness outstanding on the Effective Date and set forth on Schedule 6.01; (f) Indebtedness of the Borrower incurred to refinance any Indebtedness referred to in clause (d) or (e) above and Indebtedness of any Subsidiary incurred to refinance any Indebtedness of its Restricted Subsidiaries such Subsidiary referred to in clause (d) or (e) above; provided that (i) any subsequent issuance or transfer the principal amount of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries-------- Indebtedness does not exceed the principal amount of, or plus accrued interest and any prepayment premiums applicable to, the Indebtedness refinanced thereby, (ii) any sale such Indebtedness has a scheduled maturity date that is on or other transfer after the scheduled maturity date of the Indebtedness refinanced thereby, (iii) any such preferred stock Indebtedness has a weighted average life to a Person maturity that is not Borrower equal to or one longer than the remaining weighted average life to maturity of its Restricted Subsidiariesthe Indebtedness refinanced thereby (determined immediately prior to giving effect to such refinancing), will be deemed, in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1. (biv) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of a Loan Party unless such Indebtedness does not include any provisions that may require mandatory Repayment thereof prior to scheduled maturity, other than scheduled repayments taken into account in determining compliance with clause (iii) above and other provisions that are not materially more burdensome than any such provisions included in the Indebtedness refinanced thereby, (v) any such Indebtedness shall not be secured by any Lien other than Liens on assets securing the Indebtedness being refinanced thereby, and shall not be Guaranteed by any Subsidiary other than any Subsidiary that Guaranteed the Indebtedness being refinanced thereby, and (vi) if the Indebtedness being refinanced is also contractually subordinated in right of payment to the Obligations, then such refinancing Indebtedness shall be subordinated to the Obligations and on terms no less favorable to the Lenders than the Indebtedness represented being refinanced; (g) Indebtedness of the Borrower that constitutes a Primary Subordinated Obligation; (h) other unsecured Indebtedness of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and (i) FCC Debt and Permitted License Acquisition Debt of any License Subsidiary incurred to finance the purchase of any FCC License owned by such License Subsidiary; provided that (i) the Senior Notes aggregate principal amount of FCC Debt -------- and Permitted License Acquisition Debt of any License Subsidiary shall not exceed 75% of the sum of such principal amount plus the additional cash consideration paid to acquire the FCC License or Licenses acquired by such License Subsidiary, and (including any guarantees thereofii) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right the aggregate principal amount of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured Permitted License Acquisition Debt incurred on a junior priority basis. Nothing contained in cumulative basis during the term of this Section 6.1(b) Agreement shall permit any Loan Party or any of its Restricted Subsidiaries to incur Indebtedness that is not Permitted Indebtednessexceed [*].

Indebtedness; Preferred Stock. (a) No Loan Party nor any of its Restricted Subsidiaries shall The Borrowers will not create, incur, issueassume or permit to exist any Indebtedness, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect to any Indebtedness (including Acquisition Debt), except for Permitted Indebtedness. Borrower will not issue any Prohibited Preferred Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided that Borrower’s Restricted Subsidiaries may issue preferred stock to Borrower or to any of its Restricted Subsidiaries provided except: (i) any subsequent issuance or transfer of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries, or Indebtedness under the Loan Documents; (ii) Indebtedness existing on the date hereof and set forth in Schedule 7.01, but not any sale extensions, renewals or other transfer replacements of any such preferred stock Indebtedness; (iii) Subordinated Indebtedness; (iv) Indebtedness of the Borrowers incurred to finance the maintenance, replacement or improvement of any fixed or capital assets owned by the Borrowers on the date of this Agreement, including Capital Lease Obligations and any Indebtedness assumed in connection with the replacement or improvement of any such assets or secured by a Person Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such replacement or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (iii) shall not Borrower exceed $1,000,000 at any time outstanding; (v) other unsecured Indebtedness of the Borrowers incurred in the ordinary course of their business in an aggregate principal amount not exceeding $250,000 in any fiscal year, including in such amount any extensions, renewals or one replacements of its Restricted Subsidiaries, will be deemed, any such Indebtedness incurred under this clause in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1any previous fiscal year. (b) No Loan Party shall incur The Borrower will not (i) issue any Indebtedness preferred equity securities or (including Permitted Indebtednessii) that is contractually subordinated be or become liable in right respect of payment any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other Indebtedness payment in respect of a Loan Party unless such Indebtedness is also contractually subordinated in right any shares of payment to equity securities of the Obligations and the Indebtedness represented by the Senior Notes (including any guarantees thereof) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. Nothing contained in this Section 6.1(b) shall permit any Loan Party Borrower or any option, warrant or other right to acquire any such shares of its Restricted Subsidiaries to incur Indebtedness that is not Permitted Indebtednessequity securities, except as permitted under Section 7.08.

Indebtedness; Preferred Stock. Incur, create, issue, assume or permit to exist any preferred stock or any Indebtedness, except: (a) No Loan Party nor any of its Restricted Subsidiaries shall create, incur, issue, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect to any Indebtedness (including Acquisition Debtexisting on the Restatement Date and set forth in Schedule 6.01(a), except for Permitted Indebtedness. Borrower will not issue any Prohibited Preferred Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided that Borrower’s Restricted Subsidiaries may issue preferred stock to Borrower or to any of its Restricted Subsidiaries provided (i) any subsequent issuance or transfer of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries, or (ii) any sale or other transfer of any such preferred stock to a Person that is not Borrower or one of its Restricted Subsidiaries, will be deemed, in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1.; (b) No Indebtedness created hereunder and under the other Loan Party Documents; (c) Indebtedness of the Borrower or any Subsidiary incurred to finance the improvement of the Project, and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; provided that (i) such original Indebtedness is incurred prior to or within 90 days after the completion of such improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(c), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(d), shall incur not exceed $2,500,000 at any time outstanding; (d) purchase money Indebtedness and Capital Lease Obligations of the Borrower or any Subsidiary in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(c), not exceeding $2,500,000 at any time outstanding; (e) Indebtedness in respect of the Second Lien Credit Agreement in an aggregate principal amount of up to $50,000,000 at any time outstanding, less the amount of any principal payments made thereon after the date of initial funding which are accompanied by a permanent reduction in the commitments thereunder, and any Permitted Refinancing Indebtedness in respect of such Indebtedness (including Permitted Indebtednesswhich shall be limited to the then outstanding principal amount thereof); (f) that is contractually subordinated Indebtedness under performance bonds or with respect to workers’ compensation claims, in right each case incurred in the ordinary course of payment to any business; (g) Indebtedness arising from the honoring by a bank or other Indebtedness financial institution of a Loan Party unless check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is also contractually promptly covered by the Borrower or any Subsidiary; (h) Indebtedness secured by Liens permitted under Section 6.02(q); (i) unsecured Indebtedness of the Borrower arising from obligations to pay Affiliate Credit Support Reimbursement Amounts so long as such Indebtedness is subordinated in right of payment to the Obligations and pursuant to an Affiliate Subordination Agreement; and (j) other unsecured Indebtedness of the Indebtedness represented by Borrower or the Senior Notes (including Subsidiaries in an aggregate principal amount not exceeding $2,500,000 at any guarantees thereof) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. Nothing contained in this Section 6.1(b) shall permit any Loan Party or any of its Restricted Subsidiaries to incur Indebtedness that is not Permitted Indebtednesstime outstanding.

Indebtedness; Preferred Stock. (a) No The Borrower will not, nor ----------------------------- will it permit any Subsidiary Loan Party nor any of its Restricted Subsidiaries shall to, create, incur, issueassume or permit to exist any Indebtedness or issue any preferred stock, assumeexcept: (a) Indebtedness created under the Loan Documents and other Eligible Secured Debt; (b) subject to Section 6.04, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect Indebtedness of the Borrower to any ------------ Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; (c) subject to Section 6.04, Guarantees by the Borrower of Indebtedness of ------------ of any Subsidiary; (including Acquisition Debtd) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets by the Borrower or such Subsidiary (other than assets that are an integral part of any of the telecommunications or data network systems of the Borrower and its Subsidiaries or other assets that become accessions to such assets or the removal or loss of which would adversely affect the value of any such assets), except for Permitted Indebtedness. Borrower will not issue including Capital Lease Obligations and any Prohibited Preferred Stock and will not permit Indebtedness assumed in connection with the acquisition of any of its Restricted Subsidiaries such assets or secured by a Lien on any such assets prior to issue any shares of preferred stockthe acquisition thereof; provided that Borrower’s Restricted Subsidiaries may issue preferred stock (A) such Indebtedness is -------- incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) any such Indebtedness incurred in connection with any particular acquisition, construction or improvement shall not exceed 90% of the cost of such acquisition, construction or improvement; provided further that the aggregate principal amount of such Indebtedness (and Indebtedness incurred to refinance such Indebtedness permitted by clause (f) ---------- below) shall not exceed $10,000,000 at any time outstanding; (e) Indebtedness outstanding on the Effective Date and set forth on Schedule 6.01; ------------- (f) Indebtedness of the Borrower incurred to refinance any Indebtedness referred to in clause (d) or (e) above and Indebtedness of any Subsidiary ---------- --- incurred to refinance any Indebtedness of its Restricted Subsidiaries such Subsidiary referred to in clause ------ (d) or (e) above; provided that (i) any subsequent issuance or transfer the principal amount of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries--- --- -------- Indebtedness does not exceed the principal amount of, or plus accrued interest and ---- any prepayment premiums applicable to, the Indebtedness refinanced thereby, (ii) any sale such Indebtedness has a scheduled maturity date that is on or other transfer after the scheduled maturity date of the Indebtedness refinanced thereby, (iii) any such preferred stock Indebtedness has a weighted average life to a Person maturity that is not Borrower equal to or one longer than the remaining weighted average life to maturity of its Restricted Subsidiariesthe Indebtedness refinanced thereby (determined immediately prior to giving effect to such refinancing), will be deemed, in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1. (biv) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of a Loan Party unless such Indebtedness does not include any provisions that may require mandatory Repayment thereof prior to scheduled maturity, other than scheduled repayments taken into account in determining compliance with clause ------ (iii) above and other provisions that are not materially more burdensome than ----- any such provisions included in the Indebtedness refinanced thereby, (v) any such Indebtedness shall not be secured by any Lien other than Liens on assets securing the Indebtedness being refinanced thereby, and shall not be Guaranteed by any Subsidiary other than any Subsidiary that Guaranteed the Indebtedness being refinanced thereby, and (vi) if the Indebtedness being refinanced is also contractually subordinated in right of payment to the Obligations, then such refinancing Indebtedness shall be subordinated to the Obligations and on terms no less favorable to the Lenders than the Indebtedness represented being refinanced; (g) Indebtedness of the Borrower that constitutes a Primary Subordinated Obligation; (h) other unsecured Indebtedness of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and (i) FCC Debt and Permitted License Acquisition Debt of any License Subsidiary incurred to finance the purchase of any FCC License owned by such License Subsidiary; provided that (i) the Senior Notes aggregate principal amount of FCC Debt -------- and Permitted License Acquisition Debt of any License Subsidiary shall not exceed 75% of the sum of such principal amount plus the additional cash ---- consideration paid to acquire the FCC License or Licenses acquired by such License Subsidiary, and (including any guarantees thereofii) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right the aggregate principal amount of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured Permitted License Acquisition Debt incurred on a junior priority basis. Nothing contained in cumulative basis during the term of this Section 6.1(b) Agreement shall permit any Loan Party or any of its Restricted Subsidiaries to incur Indebtedness that is not Permitted Indebtednessexceed [*].

Indebtedness; Preferred Stock. (a) No The Borrower will not, nor will it permit any Subsidiary Loan Party nor any of its Restricted Subsidiaries shall to, create, incur, issueassume or permit to exist any Indebtedness or issue any preferred stock, assumeexcept: (a) Indebtedness created under the Loan Documents and other Eligible Secured Debt; (b) subject to Section 6.04, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; (c) subject to Section 6.04, Guarantees by the Borrower of Indebtedness of any Subsidiary; (including Acquisition Debtd) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets by the Borrower or such Subsidiary (other than assets that are an integral part of any of the telecommunications or data network systems of the Borrower and its Subsidiaries or other assets that become accessions to such assets or the removal or loss of which would adversely affect the value of any such assets), except for Permitted Indebtedness. Borrower will not issue including Capital Lease Obligations and any Prohibited Preferred Stock and will not permit Indebtedness assumed in connection with the acquisition of any of its Restricted Subsidiaries such assets or secured by a Lien on any such assets prior to issue any shares of preferred stockthe acquisition thereof; provided that Borrower’s Restricted Subsidiaries may issue preferred stock (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) any such Indebtedness incurred in connection with any particular acquisition, construction or improvement shall not exceed 90% of the cost of such 84 78 acquisition, construction or improvement; provided further that the aggregate principal amount of such Indebtedness (and Indebtedness incurred to refinance such Indebtedness permitted by clause (f) below) shall not exceed $10,000,000 at any time outstanding; (e) Indebtedness outstanding on the Effective Date and set forth on Schedule 6.01; (f) Indebtedness of the Borrower incurred to refinance any Indebtedness referred to in clause (d) or (e) above and Indebtedness of any Subsidiary incurred to refinance any Indebtedness of its Restricted Subsidiaries such Subsidiary referred to in clause (d) or (e) above; provided that (i) any subsequent issuance or transfer the principal amount of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted SubsidiariesIndebtedness does not exceed the principal amount of, or plus accrued interest and any prepayment premiums applicable to, the Indebtedness refinanced thereby, (ii) any sale such Indebtedness has a scheduled maturity date that is on or other transfer after the scheduled maturity date of the Indebtedness refinanced thereby, (iii) any such preferred stock Indebtedness has a weighted average life to a Person maturity that is not Borrower equal to or one longer than the remaining weighted average life to maturity of its Restricted Subsidiariesthe Indebtedness refinanced thereby (determined immediately prior to giving effect to such refinancing), will be deemed, in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1. (biv) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of a Loan Party unless such Indebtedness does not include any provisions that may require mandatory Repayment thereof prior to scheduled maturity, other than scheduled repayments taken into account in determining compliance with clause (iii) above and other provisions that are not materially more burdensome than any such provisions included in the Indebtedness refinanced thereby, (v) any such Indebtedness shall not be secured by any Lien other than Liens on assets securing the Indebtedness being refinanced thereby, and shall not be Guaranteed by any Subsidiary other than any Subsidiary that Guaranteed the Indebtedness being refinanced thereby, and (vi) if the Indebtedness being refinanced is also contractually subordinated in right of payment to the Obligations, then such refinancing Indebtedness shall be subordinated to the Obligations and on terms no less favorable to the Lenders than the Indebtedness represented being refinanced; (g) Indebtedness of the Borrower that constitutes a Primary Subordinated Obligation; (h) other unsecured Indebtedness of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and (i) FCC Debt and Permitted License Acquisition Debt of any License Subsidiary incurred to finance the purchase of any FCC License owned by such License Subsidiary; provided that (i) the Senior Notes aggregate principal amount of FCC Debt and Permitted License Acquisition Debt of any License Subsidiary shall not exceed 75% of the sum of such principal amount plus the additional cash consideration paid to acquire the FCC License or Licenses acquired by such License Subsidiary, and (including any guarantees thereofii) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right the aggregate principal amount of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured Permitted License Acquisition Debt incurred on a junior priority basis. Nothing contained in cumulative basis during the term of this Section 6.1(b) Agreement shall permit any Loan Party or any of its Restricted Subsidiaries to incur Indebtedness that is not Permitted Indebtednessexceed [*].

Indebtedness; Preferred Stock. (a) No The Borrower will not, ----------------------------- nor will it permit any Subsidiary Loan Party nor any of its Restricted Subsidiaries shall to, create, incur, issueassume or permit to exist any Indebtedness or issue any preferred stock, assumeexcept: (a) Indebtedness created under the Loan Documents and other Eligible Secured Debt; (b) subject to Section 6.04, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable, contingently or otherwise, with respect Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; (c) subject to Section 6.04, Guarantees by the Borrower of Indebtedness of any Subsidiary; (including Acquisition Debtd) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets by the Borrower or such Subsidiary (other than assets that are an integral part of any of the telecommunications or data network systems of the Borrower and its Subsidiaries or other assets that become accessions to such assets or the removal or loss of which would adversely affect the value of any such assets), except for Permitted Indebtedness. Borrower will not issue including Capital Lease Obligations and any Prohibited Preferred Stock and will not permit Indebtedness assumed in connection with the acquisition of any of its Restricted Subsidiaries such assets or secured by a Lien on any such assets prior to issue any shares of preferred stockthe acquisition thereof; provided that Borrower’s Restricted Subsidiaries may issue preferred stock (A) such Indebtedness is -------- incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) any such Indebtedness incurred in connection with any particular acquisition, construction or improvement shall not exceed 90% of the cost of such acquisition, construction or improvement; provided further that the aggregate principal amount of such Indebtedness (and -------- ------- Indebtedness incurred to refinance such Indebtedness permitted by clause (f) below) shall not exceed $10,000,000 at any time outstanding; (e) Indebtedness outstanding on the Effective Date and set forth on Schedule 6.01; (f) Indebtedness of the Borrower incurred to refinance any Indebtedness referred to in clause (d) or (e) above and Indebtedness of any Subsidiary incurred to refinance any Indebtedness of its Restricted Subsidiaries such Subsidiary referred to in clause (d) or (e) above; provided that (i) any subsequent issuance or transfer the principal amount of Stock that results in any such preferred stock being held by a Person other than Borrower or one of its Restricted Subsidiaries-------- Indebtedness does not exceed the principal amount of, or plus accrued interest and any prepayment premiums applicable to, the Indebtedness refinanced thereby, (ii) any sale such Indebtedness has a scheduled maturity date that is on or other transfer after the scheduled maturity date of the Indebtedness refinanced thereby, (iii) any such preferred stock Indebtedness has a weighted average life to a Person maturity that is not Borrower equal to or one longer than the remaining weighted average life to maturity of its Restricted Subsidiariesthe Indebtedness refinanced thereby (determined immediately prior to giving effect to such refinancing), will be deemed, in each case, to constitute an issuance of preferred stock by one of Borrower’s Restricted Subsidiaries that is not permitted pursuant to this Section 6.1. (biv) No Loan Party shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of a Loan Party unless such Indebtedness does not include any provisions that may require mandatory Repayment thereof prior to scheduled maturity, other than scheduled repayments taken into account in determining compliance with clause (iii) above and other provisions that are not materially more burdensome than any such provisions included in the Indebtedness refinanced thereby, (v) any such Indebtedness shall not be secured by any Lien other than Liens on assets securing the Indebtedness being refinanced thereby, and shall not be Guaranteed by any Subsidiary other than any Subsidiary that Guaranteed the Indebtedness being refinanced thereby, and (vi) if the Indebtedness being refinanced is also contractually subordinated in right of payment to the Obligations, then such refinancing Indebtedness shall be subordinated to the Obligations and on terms no less favorable to the Lenders than the Indebtedness represented being refinanced; (g) Indebtedness of the Borrower that constitutes a Primary Subordinated Obligation; (h) other unsecured Indebtedness of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and (i) FCC Debt and Permitted License Acquisition Debt of any License Subsidiary incurred to finance the purchase of any FCC License owned by such License Subsidiary; provided that (i) the Senior Notes aggregate principal amount of FCC Debt -------- and Permitted License Acquisition Debt of any License Subsidiary shall not exceed 75% of the sum of such principal amount plus the additional cash consideration paid to acquire the FCC License or Licenses acquired by such License Subsidiary, and (including any guarantees thereofii) on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right the aggregate principal amount of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured Permitted License Acquisition Debt incurred on a junior priority basis. Nothing contained in cumulative basis during the term of this Section 6.1(bAgreement shall not exceed [*]; provided further that for the purposes of ---------------- subclause (ii) of this clause (i) "Permitted License Acquisition Debt" shall permit not include any Loan Party or any portion of its Restricted Subsidiaries to incur Indebtedness Airgate Debt that is not Permitted Indebtednessrepaid prior to September 20, 2000.

Indebtedness; Preferred Stock. (a) No Loan Party nor Parent will not, and will not cause or permit any of its Restricted Subsidiaries shall to, directly or indirectly, create, incur, issue, assume, suffer to exist, guarantee, guarantee or otherwise become or remain, remain directly or indirectly, indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquisition Acquired Debt), except for Permitted Indebtedness. Borrower and Parent will not, and will not permit any other Note Party to, issue any Prohibited Preferred Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that: (i) subject to clause (c) of this Section 10.4, Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, the Note Parties (other than Parent) may issue Disqualified Stock, and the Note Parties (other than Parent) and New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period provided that, if the Indebtedness to be incurred is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including, without limitation, Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall have become parties to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among such creditors and the holders of Notes and otherwise satisfactory to the Required Holders (acting reasonably and in good faith), provided that Borrowerthe terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor Agreement; and (ii) if the Indebtedness to be incurred is Senior Secured Indebtedness, subject to clause (c) of this Section 10.4, the Note Parties and New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) may incur such Senior Secured Indebtedness if the Consolidated Senior Secured Leverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred is less than 4.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter period provided that, if the Senior Secured Indebtedness to be incurred is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including, without limitation, Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall have become parties to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among such creditors and the holders of Notes and otherwise satisfactory to the Required Holders (acting reasonably and in good faith), provided that the terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor Agreement. (b) Subject to clause (c) of this Section 10.4, clause (a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, the “Permitted Debt”): (i) the incurrence by the Note Parties of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this Section 10.4(b)(i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Parent and its Restricted Subsidiaries may issue preferred stock thereunder) not to Borrower exceed £150 million. (ii) the incurrence by Parent and its Restricted Subsidiaries of Existing Indebtedness; provided that, on or prior to the Closing Date the Indebtedness of the Note Parties evidenced by the Existing Notes and guaranteed pursuant to the Existing Note Guarantees shall be repaid in full; (iii) the incurrence by the Company and the Guarantors of Indebtedness evidenced by the Notes and the Note Guaranty; (iv) the incurrence by Parent or any of its Restricted Subsidiaries provided of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property (ireal or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which were used to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (iv), not to exceed £50.0 million at any time outstanding; (v) the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Note Documents to be incurred under clause (a) or any of clauses (b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(xii) of this Section 10.4; (vi) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of such Restricted Subsidiaries; provided, however, that: (A) if any Note Party is the obligor on such Indebtedness and the payee is not a Note Party, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes and the Note Documents; and (B) (x) any subsequent issuance or transfer of Stock Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary of Parent and (y) any sale or other transfer of any such Indebtedness to a Person that is neither Parent nor a Restricted Subsidiary of Parent, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (b)(vi); (vii) the issuance by any Restricted Subsidiary of Parent to Parent or to any of Parent’s Restricted Subsidiaries of shares of preferred stock; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Borrower Parent or one any of its Restricted Subsidiaries, or ; and (iiB) any sale or other transfer of any such preferred stock to a Person that is not Borrower or one neither Parent nor any of its Restricted Subsidiaries, will be deemed, in each case, to constitute an issuance of such preferred stock by one such Restricted Subsidiary that was not permitted by this clause (vii); (viii) the incurrence by Parent or any Restricted Subsidiary of Borrower’s Hedging Obligations in the ordinary course of business and not for speculative purposes; (ix) the Guaranty by Parent or any of its Restricted Subsidiaries of Indebtedness of Parent or any of its Restricted Subsidiaries to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Section 10.4(b); provided that if the Indebtedness being guaranteed is not permitted subordinated to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (x) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, VAT and other tax guarantees, performance and surety bonds in the ordinary course of business; (xi) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; (xii) Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary of Parent or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) Parent or any of its Restricted Subsidiaries (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of Parent or was otherwise acquired by Parent or any of its Restricted Subsidiaries); provided, however, with respect to this clause (xii), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was deemed to be incurred Parent would have been able to incur £1.00 of additional Indebtedness pursuant to clause (a)(i) of this Section 10.4 after giving pro forma effect to the incurrence of such Indebtedness pursuant to this clause (xii); (xiii) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary, provided that the maximum liability of Parent and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by Parent and its Restricted Subsidiaries in connection with such disposition; (xiv) the Incurrence by New Holdco, Sponsorship Newco or any Restricted Subsidiary that is a Subsidiary of New Holdco of Intra-Group Liabilities (as defined in the Intercreditor Agreement) or Subordinated Liabilities (as defined in the Intercreditor Agreement); and (xv) the incurrence by Parent and its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed £50.0 million; provided, however, that New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including, without limitation, Sponsorship Newco) shall not be permitted to incur Indebtedness pursuant to paragraphs (i), (iv) and (xv) of this Section 6.110.4(b). (bc) No Loan Note Party shall will incur any Indebtedness (including Permitted IndebtednessDebt) that is contractually subordinated in right of payment to any other Indebtedness of a Loan Party the Note Parties unless such Indebtedness is also contractually subordinated in right of payment to the Obligations Notes and the Indebtedness represented by the Senior Notes (including any guarantees thereof) Note Guaranty on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of any Note Party solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. Nothing contained in . (d) For purposes of determining compliance with this Section 6.1(b10.4, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (b)(i) shall permit through (b)(xv) hereof, or is entitled to be incurred pursuant to clause (a) hereof, Parent will be permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of Indebtedness, in any Loan Party manner that complies with this Section 10.4. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 10.4; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of Parent as accrued. Notwithstanding any other provision of this Section 10.4, the maximum amount of Indebtedness that Parent or any of its Restricted Subsidiaries may incur pursuant to incur this Section 10.4 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. (e) The amount of any Indebtedness outstanding as of any date will be: (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (A) the Fair Market Value of such assets at the date of determination; and (B) the amount of the Indebtedness of the other Person. (f) For purposes of determining compliance with any sterling-denominated restriction on the incurrence of Indebtedness, the Sterling Equivalent of the principal amount of Indebtedness denominated in another currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of Indebtedness incurred under a revolving credit facility; provided that (i) if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than sterling, and such refinancing would cause the applicable sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such sterling-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; and (ii) if and for so long as any such Indebtedness is subject to an agreement intended to protect against fluctuations in currency exchange rates with respect to the currency in which such Indebtedness is denominated covering principal and interest on such Indebtedness, the amount of such Indebtedness, if denominated in sterling, will be the amount of the principal payment required to be made under such currency agreement and, otherwise, the Sterling Equivalent of such amount plus the Sterling Equivalent of any premium which is at such time due and payable but is not Permitted Indebtednesscovered by such currency agreement.