Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is would have been at least 2.0 2.25 to 1.0 1.0; or (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms Restricted Subsidiaries. (b) Notwithstanding the foregoing, if no Default or by Event of Default shall have occurred and be continuing at the terms time or as a consequence of any agreement governing the incurrence of such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesPermitted Indebtedness. For purposes of determining compliance with this Section 4.084.09: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) as of the definition date of “Permitted Indebtedness” incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the Coverage Ratio Exceptiondate of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.08 4.09, and (provided that all outstanding Indebtedness under the Credit Agreement ii) for purposes of determining compliance with any dollar-denominated restriction on the Issue Date incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to have been be incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify by such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that Restricted Subsidiary at the time of reclassification it meets the criteria in such category or categories)becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Notwithstanding the “Coverage Ratio Exception”). The preceding paragraph, the Company will not, directly or indirectly, in any event not incur any Indebtedness that purports to be if such Indebtedness is by its terms (subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company Company, unless such Indebtedness is also by its terms (made subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Restricted Subsidiary to directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Restricted Subsidiary, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes Securities to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any such Restricted Subsidiary Subsidiary, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date May 17, 2001 shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness, including Acquired Indebtedness, except that: (1) the Company and any Subsidiary Guarantor may Incur Indebtedness, including Acquired Indebtedness, and (2) any Restricted Subsidiary may Incur Acquired Indebtedness other than Permitted Indebtedness; providednot Incurred in connection with, howeveror in anticipation or contemplation of, that if no Default has occurred and is continuing the relevant acquisition, merger or consolidation, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not, directly or indirectly, ): (1) Indebtedness in respect of the Notes excluding Additional Notes; (2) Guarantees by any event incur any Indebtedness that purports to be by its terms (or by the terms Subsidiary Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor willpermitted hereunder provided, directly or indirectlythat if any such Guarantee is of Subordinated Indebtedness, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to then the Note Guarantee of such Subsidiary Guarantor shall be senior to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount ’s Guarantee of such Subordinated Indebtedness; (3) Indebtedness that Incurred by the Company or any Restricted Subsidiary may incur pursuant Guarantor under Credit Facilities in an aggregate principal amount at any time outstanding not to this Section 4.08 shall not be deemed to be exceeded as a result exceed the greater of fluctuations in the exchange rates (x) US$100 million or (y) 10% of currencies. For purposes of determining compliance with this Section 4.08:Consolidated Tangible Assets; (a4) the outstanding principal amount of any particular other Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in and its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all Restricted Subsidiaries outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) Date, other than Indebtedness otherwise specified under any of the other clauses of this definition of “Permitted Indebtedness”; (5) Hedging Obligations entered into by the Company and may later reclassify such item into its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (6) intercompany Indebtedness between the Company and any one Restricted Subsidiary or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (between any Restricted Subsidiaries; provided that at the time of reclassification it meets the criteria in such category or categories).that:

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary or Permitted Joint Venture to, directly or indirectly, create, incur, assume, guarantee, acquire or become liable, contingently or otherwise, for (collectively "incur") any Indebtedness other than Permitted Indebtedness (it being expressly understood that no Restricted Subsidiary may incur (pursuant to a guarantee or assumption thereof) any Permitted Indebtedness which has been incurred by the Company) or issue any Disqualified Capital Stock. Notwithstanding the foregoing limitations, the Company, its Restricted Subsidiaries and any Permitted Joint Ventures may incur additional Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Capital Stock from and after the date as of which the aggregate amount of cash raised by the Company and/or the Restricted Subsidiaries in one or more Qualified Transactions equals or exceeds $25 million, if after giving PRO FORMA effect to the incurrence of such Indebtedness or the issuance of such Disqualified Capital Stock, the Company Additional Debt Ratio would not exceed 2.00 to 1, PROVIDED, HOWEVER, that in no event may the aggregate principal amount of such additional Indebtedness that is permitted under this clause (a) (i) exceed $150,000,000 less the aggregate principal amount of additional Indebtedness that is outstanding from time to time under clause (b), and (ii) that is incurred by Restricted Subsidiaries and/or is secured by Liens pursuant to clauses (d), (f) and (s) of the definition of "Permitted Liens", exceed $75,000,000. (b) The Company shall not permit any Permitted Joint Venture to incur any Indebtedness other than Permitted Indebtedness; provided, however, Indebtedness (it being expressly understood that if no Default Permitted Joint Venture may incur (pursuant to a guaranty or assumption thereof) any Permitted Indebtedness which has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, been incurred by the Company or a Restricted Subsidiary) or issue any Subsidiary Guarantor Disqualified Capital Stock. Notwithstanding the foregoing limitations, a Permitted Joint Venture may incur additional Indebtedness (including including, without limitation, Acquired Indebtedness)) or issue Disqualified Capital Stock from and after the date as of which the aggregate amount of cash raised by such Permitted Joint Venture in one or more Qualified Transactions equals or exceeds $25,000,000, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, if after giving PRO FORMA effect to the incurrence thereofof such Indebtedness or the issuance of such Disqualified Capital Stock, the Consolidated Fixed Charge Coverage Permitted Joint Venture Additional Debt Ratio would not exceed 2.00 to 1, PROVIDED, HOWEVER, that in no event may the aggregate principal amount of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any such additional Indebtedness that purports is permitted under this clause (b) exceed $150,000,000 less the aggregate principal amount of additional Indebtedness that may be outstanding from time to be by its terms time under clause (or by the terms of any agreement governing such Indebtednessa). (c) subordinated to any other Any Indebtedness of an entity existing at the Company unless such Indebtedness time it becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is also by its terms (merged with or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that into the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded incurred as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories date such entity becomes a Restricted Subsidiary or the date of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)merger.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Guarantor to directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, provided that if no Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and any Non-Guarantor Restricted Subsidiaries which are not Guarantors Subsidiary may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereofof such Indebtedness and all other Indebtedness to be incurred on such date, the Consolidated Fixed Charge Coverage Ratio of the Company Parent is at least greater than 2.0 to 1.0 (this proviso, the “Coverage Ratio Exception”). . (b) Section 4.10(a) shall not prohibit any of the following: (i) The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms Securities incurred on the Issue Date and the related Guarantees; (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms or any Guarantor incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the aggregate of Euro 490 million and $752 million; (or by the terms of any agreement governing such Indebtednessiii) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Parent and its Restricted Subsidiaries outstanding on the Company. No Subsidiary Guarantor will, directly or indirectly, Issue Date (after giving effect to the repurchase of Existing Notes tendered in any event incur any Indebtedness that purports to be by its terms the Debt Tender); (or iv) Interest Hedging Agreements entered into by the terms Parent or any Restricted Subsidiary for non-speculative pursposes; (v) Currency/Commodity Hedging Agreements entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business so long as any agreement governing such IndebtednessCurrency/Commodity Hedging Agreement is not speculative in nature and is (i) subordinated related to income derived from foreign sales or operations of the Parent or any other Restricted Subsidiary or otherwise related to purchase permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Restricted Subsidiaries against fluctuations in the prices of raw materials unused in their business or (iii) entered into to protect the Parent or any of its Restricted Subsidiaries from exposure to adverse movements in foreign exchange; (vi) Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Guarantor to the Company, any Guarantor or any Non-Guarantor Restricted Subsidiary; provided that (a) any such Indebtedness of the Company shall be subordinated, pursuant to a written agreement, to the Company’s obligations under this Indenture and the Securities, (b) any such Indebtedness of any Guarantor to any Non-Guarantor Restricted Subsidiary may incur shall be subordinated, pursuant to a written agreement, to such Guarantor’s obligations under this Indenture and its Guarantee and (c) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person other than the Company or (other than in the case of Indebtedness owed by the Company) any Guarantor holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vi); (vii) Indebtedness of any Non-Guarantor Restricted Subsidiary to Parent or any Restricted Subsidiary; provided that (a) any such Indebtedness owed to the Company or any Guarantor shall be unsubordinated and (b) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person (other than the Company or any Guarantor) holds a Lien in respect of such Indebtedness, such Non-Guarantor Restricted Subsidiary shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vii); (viii) obligations incurred in the ordinary course of business in respect of bank overdrafts and with respect to cash management and operating account arrangements; provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money and so long as all obligations arising in connection with such obligations are extinguished within five Business Days of the date when such obligations arise; (ix) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business; (x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness incurred in the ordinary course of business, and Refinancings thereof, not to exceed $75.0 million at any one time outstanding; (xi) any of Parent’s Preference Shares B issued to Stichting B in accordance with the terms of Parent’s Articles of Association as the terms of Parent’s Preference Shares B thereunder are in effect on the date of this Indenture and in accordance with the put and call arrangements with Stichting B as in effect on the date of this Indenture or, in each case, as thereafter amended in a manner no less favorable to the Holders; (xii) Indebtedness of a Receivables Subsidiary in a Qualified Receivables Transaction, which Indebtedness shall not be guaranteed by or otherwise recourse (other than pursuant to Standard Securitization Undertakings) to Parent or any of its Restricted Subsidiaries or any of their assets (other than such Receivables Subsidiary and its assets); (xiii) guarantees by the Company or any Guarantor of any Indebtedness of the Company or any Guarantor that was permitted to be incurred pursuant to this Indenture, substantially concurrently with such incurrence or at the time such Person becomes a Guarantor; (xiv) Indebtedness of the Company or any Guarantor payable to one or more sellers of any Person acquired by Parent or any Restricted Subsidiary, which Indebtedness shall be unsecured and subordinated, pursuant to a written agreement, to the Company’s or such Guarantor’s obligations under this Indenture and the Securities or such Guarantor’s Guarantee, as the case may be, and Refinancings of such Indebtedness by the Company or any Guarantor, in an aggregate amount not to exceed $150.0 million at any one time outstanding; (xv) Indebtedness in the form of guarantees of Indebtedness of the Australian Subsidiaries of the Parent made by the Issuer or any Guarantor to the extent permitted by Section 4.08 4.11; (xvi) Indebtedness not for borrowed money arising from agreements of Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Parent and its Restricted Subsidiaries in connection with such disposition; (xvii) Indebtedness consisting of guarantees of loans made by third parties to management for the purpose of permitting management to purchase Equity Interests of Parent, in an aggregate amount not to exceed $10.0 million at any one time outstanding; (xviii) Refinancing Indebtedness; and (xix) additional Indebtedness in an aggregate principal amount not to exceed $150.0 million at any one time outstanding. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.10, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesincluded. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.10, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3Sections 4.10(b)(i) through (19xix) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company Parent shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this Section 4.08 4.10. Any (provided that all 1) accrual of interest, (2) accretion or amortization of original issue discount, (3) payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, (4) payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests, (5) change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies, or (6) the reclassification of preferred stock or preference shares as Indebtedness under the Credit Agreement on the Issue Date shall due to a change in accounting principles will not be deemed to have been incurred pursuant to clause (3) be an incurrence of the definition Indebtedness or an issuance of “Permitted Indebtedness”) and may later reclassify such item into any one or more Disqualified Equity Interests for purposes of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)this Section 4.10.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is would have been at least 2.0 to 1.0 1.0; or (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms Restricted Subsidiaries. (b) Notwithstanding the foregoing, if no Default or by Event of Default shall have occurred and be continuing at the terms time or as a consequence of any agreement governing the incurrence of such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesPermitted Indebtedness. For purposes of determining compliance with this Section 4.084.09: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) as of the definition date of “Permitted Indebtedness” incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the Coverage Ratio Exceptiondate of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.08 4.09, and (provided that all outstanding Indebtedness under the Credit Agreement ii) for purposes of determining compliance with any dollar-denominated restriction on the Issue Date incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to have been be incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify by such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that Restricted Subsidiary at the time of reclassification it meets the criteria in such category or categories)becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company Issuers will not, and will not permit any of its Restricted their Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness other than Permitted (including Acquired Indebtedness); provided, however, PROVIDED that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Issuers may incur Indebtedness (including Acquired Indebtedness), and Restricted the Company and its Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, ) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Issuers' Consolidated Fixed Charge Coverage Leverage Ratio is less than 7.0 to 1. The accretion of original issue discount (and any accruals of interest) on the Securities shall not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, the Issuers and their Subsidiaries may incur Permitted Indebtedness; PROVIDED that the Issuers will not incur any Permitted Indebtedness that ranks junior in right of payment to the Securities that has a maturity or mandatory sinking fund payment prior to the maturity of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)Securities. The Company Issuers will not, directly or indirectlyand will not permit any of their Subsidiaries to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Issuers or any of their Subsidiaries unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities or the Guarantee of such Subsidiary, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Subsidiary, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The For so long as any Notes are outstanding, the Company will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Debt. The accrual of interest, 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 Redeemable Equity in the form of additional shares of the same class of Redeemable Equity will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred (or, in the case of revolving indebtedness, on the date such Indebtedness was first committed); provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the terms applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of any agreement governing such Indebtedness) subordinated refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Notes to principal amount of such refinancing Indebtedness does not exceed the same extent and in the same manner as principal amount of such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantorbeing refinanced. Notwithstanding any other provision in of this Section 4.08covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of its Subsidiaries may incur pursuant to this Section 4.08 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)currency values.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred the Company and is continuing any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if: (i) at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of proceeds therefrom, the Consolidated Fixed Charge Coverage Total Indebtedness to Consolidated EBITDA Ratio of the Company is less than or equal to 3.75:1; (ii) at least 2.0 the time of and immediately after giving pro forma effect to 1.0 the Incurrence thereof and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing; (the “Coverage Ratio Exception”). The Company will notiii) other than Capitalized Lease Obligations or Attributable Indebtedness in respect of a Sale and Leaseback Transaction, directly such Indebtedness is Senior Subordinated Indebtedness or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Subordinated Indebtedness of the Company unless and its Restricted Subsidiaries, as applicable; (iv) the Indebtedness does not require scheduled or other payments of principal prior to the Maturity Date; and (v) the Indebtedness has a Weighted Average Life to Maturity greater than the Weighted Average Life to Maturity of the Second Lien Notes as of the date of such Incurrence. (b) Notwithstanding Section 3.4(a), the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness is also by its terms (“Permitted Indebtedness”): (i) Indebtedness Incurred in connection with the Restructuring; (ii) Permitted Refinancing Indebtedness; (iii) Purchase Money Indebtedness, Capitalized Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions not to exceed U.S.$120,000,000 in an aggregate principal amount at any time outstanding (or by the terms its equivalent in other currencies); (iv) Indebtedness in respect of Hedging Contracts; (v) Indebtedness not at any agreement governing such Indebtedness) subordinated time in excess of an aggregate amount equal to the Notes to the same extent and sum of (1) U.S.$15,000,000 in the same manner as such Indebtedness is subordinated to such other Indebtedness respect of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be surety bonds provided by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant in the ordinary course of its business to this Section 4.08 shall secure rental payments in connection with the lease of any cell site, repeater, microwave and/or antennae tower structures or any space on such tower structures or any other lease of real property (including ground leases and the lease of buildings), (2) U.S.$20,000,000 in respect of surety bonds provided by the Company or any Restricted Subsidiary in the ordinary course of its business to secure their telecommunications concessions or bids for telecommunications concessions (and any payments due to Government Authorities thereunder), permits and similar governmental instruments with respect to concessions, payments under interconnection agreements with other telecommunication carriers and payments under other agreements with other telecommunications carriers, and (3) U.S.$10,000,000 in respect of performance bonds, bankers’ acceptances, letters of credit and surety bonds which constitute Indebtedness provided by the Company or any Restricted Subsidiary in the ordinary course of their business and which do not be deemed secure other Indebtedness; (vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within two business days of Incurrence; (vii) Indebtedness owed to the Company or any of its Wholly-Owned Restricted Subsidiaries so long as such Indebtedness continues to be exceeded as owed to the Company or any Wholly-Owned Restricted Subsidiary; (viii) Guarantees by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary permitted under this Indenture; provided, that if any such Guarantee is of Senior Subordinated Indebtedness or Subordinated Indebtedness, then the Note Guarantee of such Restricted Subsidiary shall be senior to such Restricted Subsidiary’s Guarantee of such Senior Subordinated Indebtedness or Subordinated Indebtedness; (ix) Indebtedness arising out of a result Qualified Securitization Transaction; and (x) Subordinated Indebtedness of fluctuations the Company or any of its Restricted Subsidiaries incurred on or after the Issue Date not otherwise permitted in the exchange rates of an aggregate principal amount at any time outstanding not to exceed U.S.$20,000,000 (or its equivalent in other currencies. ). (c) For purposes of determining compliance with this Section 4.08: (a) with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.4, the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be counted only once and any obligation arising under any guaranteeequal to the amount of the liability in respect thereof determined in accordance with Mexican GAAP. The accrual of interest, Lienthe accretion or amortization of original issue discount, letter the payment of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) regularly scheduled interest in the event that an item form of additional Indebtedness meets the criteria of more than one of the categories same instrument or the payment of Permitted Indebtedness described regularly scheduled dividends on Disqualified Capital Stock in clauses (3) through (19) the form of additional Disqualified Capital Stock with the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date same terms shall not be deemed to have been incurred pursuant to clause (3) be an Incurrence of the definition Indebtedness for purposes of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)this Section 3.4.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and any of its Restricted Subsidiaries that is, or any Subsidiary upon such incurrence becomes, a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not, and Restricted Subsidiaries which are or will not Guarantors become, upon such incurrence, a Guarantor may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will shall not, and shall not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes Securities or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including Acquired Indebtedness)) if on the date of the incurrence of such Indebtedness the ratio of: (1) the aggregate principal amount (or accreted value, as the case may be) of Indebtedness of the Company and its Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtednesson a consolidated basis outstanding as of the Transaction Date (it being understood and agreed that any Indebtedness in respect of any unused revolving commitment (including any unused revolving commitment under the Credit Agreement) shall be deemed to be fully drawn and outstanding on the Transaction Date) to (2) the Pro Forma Consolidated Cash Flow of the Company for the four full consecutive fiscal quarters ended immediately preceding the Transaction Date, in each case ifcase, after giving effect determined on a pro forma basis as if any such Indebtedness had been incurred and the proceeds thereof had been applied at the beginning of such four consecutive fiscal quarters, would be greater than zero and less than 4.00 to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 1.00. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any of its Domestic Restricted Subsidiaries to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Domestic Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Obligations of the Company or such Domestic Restricted Subsidiary under (i) in the case of the Company, the Notes and this Indenture or (ii) in the case of such Domestic Restricted Subsidiary, its Guarantee and this Indenture, in each case, to the same extent and in the same manner as that such Indebtedness to be incurred is subordinated to such other Indebtedness; provided, however, for the avoidance of doubt, that no Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports will be deemed to be by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also the Company solely by its terms (virtue of being unsecured or by the terms virtue of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as being secured on a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)junior Lien basis.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Issuer and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectlyexcluding Additional Notes, in and Indebtedness consisting of the Other Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default with respect to the Notes shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or the Restricted Subsidiaries may incur Indebtedness if, on a pro forma basis, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Coverage Ratio would have been equal to or greater than 2.0 to 1.0. (b) Notwithstanding the foregoing, (i) the Company may incur Indebtedness consisting of the Notes to be issued on the Issue Date; (ii) the Subsidiary Guarantors may incur the Guarantees; (iii) the Company and the Subsidiary Guarantors may incur Indebtedness in existence on the date of this Indenture; (iv) the Company or any Subsidiary may incur secured or unsecured Indebtedness outstanding at any time in an aggregate principal amount not to exceed the greater of (A) $100 million or (B) the Borrowing Base; (v) the Company may incur Permitted Company Refinancing Indebtedness; (vi) any Restricted Subsidiary may incur Permitted Subsidiary Refinancing Indebtedness; (vii) the Company may incur Indebtedness to any Restricted Subsidiary, and any Restricted Subsidiary may incur Indebtedness to the Company or to any Restricted Subsidiary; provided that (X) any subsequent issuance or transfer that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary or (Y) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary, shall be deemed, in each case to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii); (viii) the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness)represented by Capitalized Lease Obligations, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtednessmortgage financings or purchase money obligations, in each case ifcase, after giving effect to incurred for the incurrence thereofpurpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the Consolidated Fixed Charge Coverage Ratio business of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectlysuch Subsidiary Guarantor, in any event incur an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness that purports incurred pursuant to be by its terms this clause (or viii), not to exceed $15 million at any time outstanding; (ix) this covenant will not prohibit the Guarantee by the terms Company or any of any agreement governing such Indebtedness) subordinated to any other the Subsidiary Guarantors of Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness a Restricted Subsidiary of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness Company that purports was permitted to be incurred by its terms another provision of this covenant; and (or by the terms of any agreement governing such Indebtednessx) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary Guarantor may incur additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this Section 4.08 clause (x), not to exceed $15 million. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall not be deemed to be exceeded as incurred by such Restricted Subsidiary at the time it becomes a result of fluctuations in the exchange rates of currenciesRestricted Subsidiary. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.07, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness debt described in clauses paragraph (3b) through (19) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio Exceptionparagraph (a) above, the Company shall, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.08 (provided that all outstanding covenant, including applying such Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee or otherwise become liable for payment or repayment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided, howeverthat, that if no Default has occurred and is continuing at without limitation (and, for the time avoidance of or would occur as a consequence of the incurrence of doubt, in addition to any such Permitted Indebtedness), the Company or any Subsidiary Guarantor may and the Guarantors will be permitted to incur Indebtedness (including Acquired this proviso, the “Ratio Basket”) consisting of (x) prior to the Collateral Fall-Away Event, Unsecured Indebtedness), First Lien Obligations and Restricted Subsidiaries which are not Guarantors may incur Acquired Junior Priority Obligations and (y) after the Collateral Fall-Away Event, Unsecured Indebtedness and Secured Indebtedness, in each case ifan unlimited amount so long as, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such relevant Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:, (a) the outstanding principal amount of with respect to any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; being incurred under the Ratio Basket prior to the occurrence of the Collateral Fall-Away Event, (i) if such Indebtedness is First Lien Obligations, the Senior Debt to Total Assets Ratio does not exceed the greater of (A) 80% or (B) if such Indebtedness is incurred in connection with any Acquisition or other investment not prohibited by this Indenture, the Senior Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, or (ii) if such Indebtedness constitutes Unsecured Indebtedness or Junior Priority Obligations, the Total Debt to Total Assets Ratio does not exceed the greater of (A) 82% or (B) if such Indebtedness is incurred in connection with any Acquisition or other investment not prohibited by this Indenture, the Total Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, and (b) in with respect to any such Indebtedness being incurred under the event that an item of Indebtedness meets Ratio Basket on or after the criteria of more than one occurrence of the categories Collateral Fall-Away Event, (i) if such Indebtedness is Secured Indebtedness, the Secured Debt to Total Assets Ratio does not exceed the greater of Permitted (A) 80% or (B) if such Indebtedness described is incurred in clauses connection with any Acquisition or other investment not prohibited by this Indenture, the Secured Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, or (3ii) through if such Indebtedness is Unsecured Indebtedness, the Total Debt to Total Assets Ratio does not exceed the greater of (19A) 82% or (B) if such Indebtedness is incurred in connection with any Acquisition or other investment not prohibited by this Indenture, the Total Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, in each case of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionforegoing, the Company shall, calculated on a pro forma basis including all pro forma adjustments in its sole discretion, classify such item of Indebtedness in any manner that complies accordance with this Section 4.08 (provided that all outstanding Indebtedness under Indenture, including the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) application of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)proceeds thereof.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 (1.0; provided that, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be Incurred by Restricted Subsidiaries that are not Note Guarantors under this Section 3.9(a) (after giving pro forma effect to be by the Incurrence thereof and the application of the proceeds therefrom), shall not exceed the greater of (i) 10% of Consolidated Tangible Assets and (ii) U.S.$1.5 billion, at any one time outstanding. (b) Notwithstanding clause (a) above, the Issuer and/or any of its terms Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (or “Permitted Indebtedness”): (i) Indebtedness consisting of the Notes, excluding Additional Notes; (ii) Guarantees by the terms Issuer and/or any Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless Issuer or any Restricted Subsidiary permitted under this Indenture; provided, that if any such Indebtedness Guarantee is also by its terms (or by of Subordinated Indebtedness, then the terms obligations of any agreement governing such Indebtedness) subordinated to the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500.0 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. The Company Lessee will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Tranche A Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Lessee and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Lessee is at least 2.0 greater than 2.25 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionpermitted by this covenant, the Company shall, Lessee in its sole discretion, discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this covenant or in one of the clauses of the definition of the term "Permitted Indebtedness", (ii) the amount of Indebtedness (other than Indebtedness consisting of an Operating Lease Facility) issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred in connection with, or in contemplation of, any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under transaction described in the Credit Agreement on definition of the Issue Date term "Acquired Indebtedness" shall be deemed to have been incurred pursuant to clause by Lessee or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (3or is merged into Lessee or such a Restricted Subsidiary) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria acquisition of assets, as the case may be, (iv) the maximum amount of Indebtedness that Lessee and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in such category the exchange rates of currencies, and (v) guarantees or categories)Liens supporting Indebtedness permitted to be incurred under this covenant may be issued or granted if otherwise issued or granted in accordance with the terms of this Section 9.2.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectlyexcluding Additional Notes, in and Indebtedness consisting of the Other Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the Company and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories). This Section 4.08 will not apply after the Fall-Away Event.

Limitation on Incurrence of Additional Indebtedness. The Company (i) From and after the Effective Date, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); providedprovided that, howeverafter the Bridge Facility Maturity Date, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 5.02(c)), the Consolidated Fixed Charge Coverage Ratio of the Company is at least Borrower would have been greater than 2.0 to 1.0 (1.0; provided, further, that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to be the foregoing by its terms any Restricted Subsidiaries that are not Guarantors (or other than borrowings under a Bank Facility which is secured by the terms of Liens incurred pursuant to Section 5.02(g) (ii) (A)) shall not exceed $100,000,000 at any agreement governing such one time outstanding. (ii) Section 5.02 (c)(i) will not apply to (collectively, “Permitted Indebtedness”): (A) subordinated Indebtedness incurred pursuant to this Agreement; (B) Indebtedness incurred pursuant to any Bank Facility in an aggregate principal amount at any one time outstanding not to exceed $2,000,000,000; (C) other Indebtedness of the Company unless such Borrower and its Restricted Subsidiaries outstanding on the Effective Date (other than Indebtedness is also by its terms under clauses (A), (B) or (R) of this Section 5.02(c)(ii)) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof; (D) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company Borrower or any Restricted Subsidiary may incur pursuant of the Borrower covering Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that such Interest Swap Obligations are entered into to protect the Borrower and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness incurred without violation of this Section 4.08 shall Agreement to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (E) Indebtedness under Currency Agreements; provided that, in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not be deemed to be exceeded increase the Indebtedness of the Borrower and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currencies. fees, indemnities and compensation payable thereunder; (F) Indebtedness of a Restricted Subsidiary of the Borrower owing to and held by the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower for so long as such Indebtedness is held by the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement, in each case subject to no Lien held by a Person other than the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement; provided that, if as of any date any Person other than the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (F) by the issuer of such Indebtedness; (G) Indebtedness of the Borrower owing to and held by a Wholly Owned Restricted Subsidiary of the Borrower for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement, in each case subject to no Lien other than a Lien permitted under this Agreement; provided that, if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (G) by the Borrower; (H) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of incurrence; (I) Indebtedness of the Borrower or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (J) Indebtedness represented by Capitalized Lease Obligations, mortgage financings and Purchase Money Indebtedness of the Borrower and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 15.0% of Total Assets at any one time outstanding; (K) (x) Refinancing Indebtedness and (y) Take-Out Securities or other Indebtedness incurred by the Borrower or any Restricted Subsidiary for the purpose of Refinancing the Advances (or for the purpose of financing the Acquisition in lieu of the Advances); (L) Indebtedness of the Borrower or any Restricted Subsidiary consisting of “earnout” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock); (M) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof; (N) Indebtedness in respect of Sale and Leaseback Transactions in an aggregate amount not to exceed $350,000,000 at any one time outstanding; (O) Acquired Indebtedness, if on the date that such Indebtedness is incurred, after giving pro forma effect thereto, (A) the Borrower or such Restricted Subsidiary, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to this Section 5.02(c) (for purposes of this clause (O) only, treating the Bridge Facility Maturity Date as having occurred) or (B) the Consolidated Fixed Charge Coverage Ratio of the Borrower would be no less than the Consolidated Fixed Charge Coverage Ratio of the Borrower immediately prior to the date such Indebtedness is incurred; (P) additional Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed $350,000,000 at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility); provided that the amount of Indebtedness that may be incurred pursuant to this clause (P) by any Restricted Subsidiaries (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to Section 5.02(g)(ii)(A)) that are not Guarantors shall not exceed $250,000,000 at any one time outstanding; (Q) Indebtedness represented by guarantees by the Borrower or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Agreement; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 5.01(i) to the extent applicable; and (R) Permitted Foreign Subsidiary Debt. (iii) For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee5.02(c), Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3A) through (19R) of the definition of “Permitted Indebtedness” Section 5.02(c)(ii) or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio Exceptionprovisions of Section 5.02(c)(i), the Company Borrower shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness Indebtedness, in whole or in part, in any manner that complies with this Section 4.08 (5.02(c); provided that all Indebtedness outstanding Indebtedness under the Existing Credit Agreement on up to the Issue Date maximum amount permitted under clause (B) of Section 5.02(c)(ii) shall be deemed to have been incurred pursuant to clause (3B) of Section 5.02(c)(ii). Accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the definition payment of “Permitted interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock of a Restricted Subsidiary or Disqualified Capital Stock, as applicable, for purposes of this Section 5.02(c). (iv) In addition, the Borrower will not, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness”) is expressly subordinated in right of payment to any other Indebtedness of the Borrower or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Advances or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower or such Guarantor, as the case may later reclassify be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Borrower or any Guarantor solely by virtue of such item Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into any one or more intercreditor agreements giving one or more of such holders priority over the categories other holders in the collateral held by them. (v) For purposes of Permitted determining compliance with any Dollar-denominated restrictions on the incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness described denominated in clauses (3) through (19) a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the definition case of “Permitted Indebtedness” (revolving credit debt; provided that that, if such Indebtedness is Refinancing Indebtedness incurred to Refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the time relevant currency exchange rate in effect on the date of reclassification it meets such refinancing, such restriction shall be deemed not to have been exceeded so long as the criteria principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other provision of this Section 5.02(c), the maximum amount of Indebtedness that may be incurred pursuant to this Section 5.02(c) will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in such category or categories)the exchange rates of currencies.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness: (a) the Company, the Company or any Guarantor, any Finance Subsidiary Guarantor that is a Domestic Restricted Subsidiary and any Accounts Receivable Entity that is a Domestic Restricted Subsidiary may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would be greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded1.0; and (b) any Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, (i) the Consolidated Fixed Charge Coverage Ratio of the Company would be greater than 2.0 to 1.0; and (ii) if the agreements governing such Indebtedness contain an encumbrance or restriction on the ability of the applicable Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) to pay dividends or make distributions on or in respect of its Capital Stock, the event Combined Fixed Charge Coverage Ratio of the Restricted Subsidiaries that an item are not Guarantors would be greater than 2.25 to 1.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio ExceptionIndebtedness (including, the Company shallwithout limitation, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (32) of the definition of “Permitted Indebtedness”) ). The Company and may later reclassify such item into the Guarantors will not incur or suffer to exist any one or more Indebtedness that is subordinated in right of payment to any other Indebtedness of the categories Company or the Guarantors unless such Indebtedness is at least equally subordinated in right of Permitted Indebtedness described in clauses (3) through (19) of payment to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Securities and any Subsidiary Guarantee.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.05), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to be the foregoing by its terms any Restricted Subsidiaries that are not Guarantors (or other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to Section 4.09(b)(1)) shall not exceed $1,500.0 million at any one time outstanding. (b) Section 4.05(a) will not apply to (collectively, “Permitted Indebtedness”): (1) Indebtedness under the terms of Notes (other than any agreement governing such IndebtednessAdditional Notes) subordinated issued on the Issue Date; (2) Indebtedness incurred pursuant to any Bank Facility in an aggregate principal amount at any one time outstanding not to exceed $3,500.0 million; (3) other Indebtedness of the Company unless such and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness is also by its terms under clauses (1), (2) or (19) of this Section 4.05(b)) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof; (4) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided that such Interest Swap Obligations are entered into to this Section 4.08 shall protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness incurred without violation of the Indenture to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not be deemed to be exceeded increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currencies. For purposes of determining compliance with this Section 4.08:fees, indemnities and compensation payable thereunder; (a6) Indebtedness of a Restricted Subsidiary of the outstanding principal amount Company owing to and held by the Company or a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture; provided that if as of any particular date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be counted only once deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness; (7) Indebtedness of the Company owing to and held by a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien other than a Lien permitted under the Indenture; provided that if as of any obligation date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (7) by the Company; (8) Indebtedness arising under any guaranteefrom the honoring by a bank or other financial institution of a check, Lien, letter of credit draft or similar instrument supporting inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness shall be disregarded; andis extinguished within five Business Days of incurrence; (b9) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the event ordinary course of business; (10) Indebtedness represented by Capitalized Lease Obligations of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 20.0% of Total Assets at any one time outstanding, (11) Indebtedness represented by mortgage financings and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 20.0% of Total Assets at any one time outstanding; (12) Refinancing Indebtedness; (13) Indebtedness of the Company or any Restricted Subsidiary consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock); (14) Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof; (15) Indebtedness in respect of Sale and Leaseback Transactions in an item aggregate amount not to exceed the greater of $750.0 million and 5.0% of Total Assets at any one time outstanding; (16) Acquired Indebtedness, if on the date that such Indebtedness is incurred, after giving pro forma effect thereto, (A) the Company or such Restricted Subsidiary, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.05(a), or (B) the Consolidated Fixed Charge Coverage Ratio of the Company would be no less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the date such Indebtedness is incurred; (17) Additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed the greater of $750.0 million and 5.0% of Total Assets at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility); provided that the amount of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to that may be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in this clause (17) by any manner that complies with this Section 4.08 Restricted Subsidiaries (provided that all outstanding Indebtedness other than borrowings under the Credit Agreement on the Issue Date shall be deemed to have been a Bank Facility which is secured by Liens incurred pursuant to clause (3Section 4.09(b)(1)) of the definition of “Permitted Indebtedness”) and may later reclassify such item into that are not Guarantors shall not exceed $250.0 million at any one time outstanding; (18) Indebtedness represented by guarantees by the Company or more its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under the categories Indenture; provided that, in the case of Permitted Indebtedness described in clauses (3) through (19) of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.12 to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).extent applicable; and

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence Incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Incur Indebtedness (including Acquired if on the date of the Incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 would have been greater than 2.25 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless if such Indebtedness is also by its terms (incurred before January 1, 2005, or by the terms of any agreement governing such Indebtedness) subordinated greater than 2.5 to the Notes to the same extent and in the same manner as 1.0 if such Indebtedness is subordinated incurred on or after January 1, 2005. No Indebtedness incurred pursuant to such other Indebtedness the Consolidated Fixed Charge Coverage Ratio test of the Company. No Subsidiary Guarantor willpreceding sentence (including, directly or indirectlywithout limitation, in any event incur any Indebtedness that purports to be by its terms (or by under the terms of any agreement governing such IndebtednessSenior Credit Facility) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by shall reduce the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary which may incur be incurred pursuant to this Section 4.08 shall not be deemed any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to be exceeded as a result clause (2) of fluctuations in the exchange rates definition of currencies. Permitted Indebtedness) (b) For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) the definition of “Permitted Indebtedness,” the Company, in its sole discretion, will classify such item of Indebtedness at the time of incurrence and will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the definition of “Permitted Indebtedness” or is and (2) the Company will be entitled from time to be time to reclassify any Indebtedness incurred pursuant to the Coverage Ratio Exception, the Company shall, any clause in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness.”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the -------- ------- subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event -------- ------- that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred the Company and is continuing any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if: (i) at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of proceeds therefrom, the Consolidated Fixed Charge Coverage Total Indebtedness to Consolidated EBITDA Ratio of the Company is less than or equal to 4.25:1; (ii) at least 2.0 the time of and immediately after giving pro forma effect to 1.0 the Incurrence thereof and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing; (the “Coverage Ratio Exception”). The Company will notiii) other than Capitalized Lease Obligations or Attributable Indebtedness in respect of a Sale and Leaseback Transaction, directly such Indebtedness is Senior Subordinated Indebtedness or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Subordinated Indebtedness of the Company unless and its Restricted Subsidiaries, as applicable; (iv) the Indebtedness does not require scheduled or other payments of principal prior to the Maturity Date; and (v) the Indebtedness has a Weighted Average Life to Maturity greater than the Weighted Average Life to Maturity of the Notes as of the date of such Incurrence. (b) Notwithstanding Section 3.4(a), the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness is also by its terms (“Permitted Indebtedness”): (i) Indebtedness Incurred in connection with the Restructuring; (ii) Permitted Refinancing Indebtedness; (iii) Purchase Money Indebtedness, Capitalized Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions not to exceed U.S.$120,000,000 in an aggregate principal amount at any time outstanding (or by the terms its equivalent in other currencies); (iv) Indebtedness in respect of Hedging Contracts; (v) Indebtedness not at any agreement governing such Indebtedness) subordinated time in excess of an aggregate amount equal to the Notes to the same extent and sum of (1) U.S.$15,000,000 in the same manner as such Indebtedness is subordinated to such other Indebtedness respect of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be surety bonds provided by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur in the ordinary course of its business to secure rental payments in connection with the lease of any cell site, repeater, microwave and/or antennae tower structures or any space on such tower structures or any other lease of real property (including ground leases and the lease of buildings), (2) U.S.$20,000,000 in respect of surety bonds provided by the Company or any Restricted Subsidiary in the ordinary course of its business to secure their telecommunications concessions or bids for telecommunications concessions (and any payments due to Government Authorities thereunder), permits and similar governmental instruments with respect to concessions, payments under interconnection agreements with other telecommunication carriers and payments under other agreements with other telecommunications carriers, and (3) U.S.$10,000,000 in respect of performance bonds, bankers’ acceptances, letters of credit and surety bonds which constitute Indebtedness provided by the Company or any Restricted Subsidiary in the ordinary course of their business and which do not secure other Indebtedness; (vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within two business days of Incurrence; (vii) Indebtedness owed to the Company or any of its Wholly-Owned Restricted Subsidiaries so long as such Indebtedness continues to be owed to the Company or any Wholly-Owned Restricted Subsidiary; (viii) Guarantees by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary permitted under this Indenture; provided, that if any such Guarantee is of Subordinated Indebtedness, then the Note Guarantee of such Restricted Subsidiary shall be senior to such Restricted Subsidiary’s Guarantee of such Subordinated Indebtedness; (ix) Indebtedness arising out of a Qualified Securitization Transaction; (x) Subordinated Indebtedness of the Company or any of its Restricted Subsidiaries incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed U.S.$20,000,000 (or its equivalent in other currencies); and (xi) Senior Indebtedness (other than Indebtedness outstanding under sub-clauses (i) through (x) of this clause (b), but including Indebtedness in respect of the First Lien Notes) in an aggregate principal amount not to exceed U.S.$189,805,000 at any one time outstanding; provided that the First Lien Notes are not outstanding at the time of (or after giving effect to the application of proceeds from) the Incurrence of Indebtedness pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. clause (xi). (c) For purposes of determining compliance with this Section 4.08: (a) with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.4, the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be counted only once and any obligation arising under any guaranteeequal to the amount of the liability in respect thereof determined in accordance with Mexican GAAP. The accrual of interest, Lienthe accretion or amortization of original issue discount, letter the payment of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) regularly scheduled interest in the event that an item form of additional Indebtedness meets the criteria of more than one of the categories same instrument or the payment of Permitted Indebtedness described regularly scheduled dividends on Disqualified Capital Stock in clauses (3) through (19) the form of additional Disqualified Capital Stock with the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date same terms shall not be deemed to have been incurred pursuant to clause (3) be an Incurrence of the definition Indebtedness for purposes of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)this Section 3.4.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of this Section 4.9(b), directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company (1) IRSA will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred IRSA and is continuing any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence and immediately after giving pro forma effect to the Incurrence thereof and the application of the incurrence proceeds therefrom, (a) with respect to the Incurrence of any all such IndebtednessIndebtedness the Consolidated Interest Coverage Ratio of IRSA is greater than 1.75 to 1; and (b) with respect to the Incurrence of Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries, immediately after giving pro forma effect to the Incurrence thereof, the Company or any Subsidiary Guarantor may incur aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness (including Acquired Indebtedness), and of its Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtednesson a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSA, in each case if, after giving effect calculated as of the end of the most recent fiscal quarter ending prior to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness date of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by Incurrence; provided that notwithstanding the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08foregoing, the maximum amount of Indebtedness that the Company if IRSA or any Restricted Subsidiary may incur pursuant Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to this Section 4.08 the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be deemed to be exceeded as a result of fluctuations included at any time in the exchange rates calculation of currencies. For purposes Secured Debt or Consolidated Tangible Assets for the purpose of determining compliance with this Section 4.08:clause (b). (a2) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to Notwithstanding clause (31) of above, IRSA and its Restricted Subsidiaries, as applicable, may Incur the definition of following Indebtedness (“Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).):

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is would have been at least 2.0 2.25 to 1.0 1.0; or (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms Restricted Subsidiaries. (b) Notwithstanding the foregoing, if no Default or by Event of Default shall have occurred and be continuing at the terms time or as a consequence of any agreement governing the incurrence of such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesPermitted Indebtedness. For purposes of determining compliance with this Section 4.084.09: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) as of the definition date of “Permitted Indebtedness” incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the Coverage Ratio Exceptiondate of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.08 4.09, and (provided that all outstanding Indebtedness under the Credit Agreement ii) for purposes of determining compliance with any dollar-denominated restriction on the Issue Date incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to have been be incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify by such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that Restricted Subsidiary at the time of reclassification it meets the criteria in such category or categories)becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and IRSA PC will not permit Incur any of its Restricted Subsidiaries toIndebtedness, directly or indirectlyincluding Acquired Indebtedness, incur any Indebtedness other than Permitted except that IRSA PC may Incur Indebtedness; provided, howeverincluding Acquired Indebtedness, that if no Default has occurred and is continuing if, at the time of or would occur as a consequence and immediately after giving pro forma effect to the Incurrence thereof and the application of the incurrence proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA PC is greater than 2.00 to 1, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence. (1) Notwithstanding clause (1) above, IRSA PC may Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in respect of the Securities, including Additional Securities; (b) Guarantees of obligations permitted to be Incurred in accordance with this covenant; (c) Hedging Transactions entered into in the ordinary course of business and not for speculative purposes, including, without limitation, Hedging Transactions in respect of the Securities; (d) Indebtedness Incurred for the purpose of financing all or any part of the cost of constructing, acquiring or improving any asset used or useful in a Permitted Business of IRSA PC or a Subsidiary in an aggregate outstanding principal amount not to exceed 10% of total Consolidated Tangible Assets of IRSA PC, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; (e) Indebtedness between or among IRSA PC, on the one hand, and any of its Subsidiaries, on the other hand; (f) Indebtedness outstanding on the Issue Date; (g) Indebtedness in respect of any obligations under workers’ compensation claims, severance payment obligations, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds, letters of credit or completion or performance guarantees and factoring and other financing of payables or receivables or other similar obligations in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such IndebtednessIndebtedness is extinguished within five Business Days of its Incurrence; (i) Refinancing Indebtedness in respect of: (1) Indebtedness (other than Indebtedness owed to any Subsidiary of IRSA PC) Incurred pursuant to clause (1) of this Section 3.16 (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1)), or (2) Indebtedness Incurred pursuant to clauses (2)(a), (d), (f), (i) or (j) of this Section 3.16; (j) Acquired Indebtedness if the Company Consolidated Interest Coverage Ratio for IRSA PC’s most recently completed four fiscal quarters determined immediately after giving effect to such Incurrence and the related acquisition (including through a merger, consolidation or otherwise) is equal to or greater than the Consolidated Interest Coverage Ratio of IRSA PC determined immediately before giving effect to such Incurrence and the related acquisition; (k) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary Guarantor may incur for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by IRSA PC in connection with such disposition; (including Acquired Indebtedness), and Restricted Subsidiaries which l) Indebtedness to the extent the net proceeds thereof are not Guarantors may incur Acquired Indebtednesspromptly used to redeem the Securities in full or deposited to defease or discharge the Securities, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance accordance with this Section 4.08:Indenture; (am) the Deeply Subordinated Indebtedness; (n) Indebtedness represented by working capital Indebtedness in an aggregate outstanding principal amount not to exceed US$40,000,000 (or the equivalent thereof in another currency at the time of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregardeddetermination); and (bo) Additional Indebtedness in the event that an item aggregate outstanding principal amount not to exceed 15.0% of Indebtedness meets the criteria consolidated total assets of more than one IRSA PC, calculated as of the categories of Permitted Indebtedness described in clauses (3) through (19) end of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant most recent fiscal quarter ending prior to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify date of such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 (1.0; provided that, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be Incurred by Restricted Subsidiaries that are not Note Guarantors under this Section 3.9(a) (after giving pro forma effect to be by the Incurrence thereof and the application of the proceeds therefrom), shall not exceed the greater of (i) 10% of Consolidated Tangible Assets and (ii) U.S.$1.5 billion, at any one time outstanding. (b) Notwithstanding clause (a) above, the Issuer and/or any of its terms Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (or “Permitted Indebtedness”): (i) Indebtedness consisting of the Notes, excluding Additional Notes; (ii) Guarantees by the terms Issuer and/or any Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless Issuer or any Restricted Subsidiary permitted under this Indenture; provided, that if any such Indebtedness Guarantee is also by its terms (or by of Subordinated Indebtedness, then the terms obligations of any agreement governing such Indebtedness) subordinated to the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500.0 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D) above, upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “"Coverage Ratio Exception”"). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “"Permitted Indebtedness” " or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “"Permitted Indebtedness”") and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “"Permitted Indebtedness” " (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and IRSA PC will not permit Incur any of its Restricted Subsidiaries toIndebtedness, directly or indirectlyincluding Acquired Indebtedness, incur any Indebtedness other than Permitted except that IRSA PC may Incur Indebtedness; provided, howeverincluding Acquired Indebtedness, that if no Default has occurred and is continuing if, at the time of or would occur as a consequence and immediately after giving pro forma effect to the Incurrence thereof and the application of the incurrence proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA PC is greater than 2.00 to 1, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence. (1) Notwithstanding clause ‎(1) above, IRSA PC may Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in respect of the Securities, including Additional Securities; (b) Guarantees of obligations permitted to be Incurred in accordance with this covenant; (c) Hedging Transactions entered into in the ordinary course of business and not for speculative purposes, including, without limitation, Hedging Transactions in respect of the Securities; (d) Indebtedness Incurred for the purpose of financing all or any part of the cost of constructing, acquiring or improving any asset used or useful in a Permitted Business of IRSA PC or a Subsidiary in an aggregate outstanding principal amount not to exceed 10% of total Consolidated Tangible Assets of IRSA PC, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; (e) Indebtedness between or among IRSA PC, on the one hand, and any of its Subsidiaries, on the other hand; (f) Indebtedness outstanding on the Issue Date; (g) Indebtedness in respect of any obligations under workers’ compensation claims, severance payment obligations, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds, letters of credit or completion or performance guarantees and factoring and other financing of payables or receivables or other similar obligations in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such IndebtednessIndebtedness is extinguished within five Business Days of its Incurrence; (i) Refinancing Indebtedness in respect of: (1) Indebtedness (other than Indebtedness owed to any Subsidiary of IRSA PC) Incurred pursuant to clause ‎(1) of this Section 3.16 (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause ‎(1)), or (2) Indebtedness Incurred pursuant to clauses ‎(2)‎(a), (d), ‎(f), (i) or (j) of this Section 3.16; (j) Acquired Indebtedness if the Company Consolidated Interest Coverage Ratio for IRSA PC’s most recently completed four fiscal quarters determined immediately after giving effect to such Incurrence and the related acquisition (including through a merger, consolidation or otherwise) is equal to or greater than the Consolidated Interest Coverage Ratio of IRSA PC determined immediately before giving effect to such Incurrence and the related acquisition; (k) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary Guarantor may incur for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by IRSA PC in connection with such disposition; (including Acquired Indebtedness), and Restricted Subsidiaries which l) Indebtedness to the extent the net proceeds thereof are not Guarantors may incur Acquired Indebtednesspromptly used to redeem the Securities in full or deposited to defease or discharge the Securities, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance accordance with this Section 4.08:Indenture; (am) the Deeply Subordinated Indebtedness; (n) Indebtedness represented by working capital Indebtedness in an aggregate outstanding principal amount not to exceed US$40,000,000 (or the equivalent thereof in another currency at the time of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregardeddetermination); and (bo) Additional Indebtedness in the event that an item aggregate outstanding principal amount not to exceed 15.0% of Indebtedness meets the criteria consolidated total assets of more than one IRSA PC, calculated as of the categories of Permitted Indebtedness described in clauses (3) through (19) end of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant most recent fiscal quarter ending prior to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify date of such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Incurrence.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth in this Section 4.11, the Company will and the Guarantors shall not, and will not neither the Company nor the Guarantors shall permit any of its Restricted their respective Subsidiaries to, directly or indirectly, incur issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness; provided, however, that if . Notwithstanding the foregoing if: (1) no Default has or Event of Default shall have occurred and is be continuing at the time of of, or would occur as after giving effect on a consequence of the pro forma basis to, such incurrence of any Indebtedness and (2) on the date of such Indebtednessincurrence (the "Incurrence Date"), the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifCompany's Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the incurrence extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least (x) 2.5 to 1.0, if such incurrence occurs prior to January 1, 2004, and (y) 2.75 to 1.0, if the Consolidated Fixed Charge Coverage Ratio incurrence occurs on or after January 1, 2004 (the "Debt Incurrence Ratio"), then the Company and the Guarantors may incur such Indebtedness (including Disqualified Capital Stock). In addition, the foregoing limitations of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms first paragraph of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall 4.11 will not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08prohibit: (a) the outstanding principal Company's incurrence or the incurrence by any Guarantor of Purchase Money Indebtedness; provided, that (1) the aggregate amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness incurred and outstanding at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall be disregardednot exceed $10,000,000; and (2) in each case, such Indebtedness shall not constitute more than 100% of the Company's cost or the cost to such Guarantor (determined in accordance with GAAP), as applicable, of the property so purchased, constructed, improved or leased; (b) in if no Event of Default shall have occurred and be continuing, the event that an item Company's incurrence or the incurrence by any Guarantor of Indebtedness meets in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $17,500,000; and (c) the criteria Company's incurrence or the incurrence by any Guarantor of more than Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $35,000,000, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (b) of the second paragraph of Section 4.14 or (2) assumed by a transferee in an Asset Sale so long as neither the Company nor such Guarantor continues to be an obligor under such Indebtedness. Indebtedness (including Disqualified Capital Stock) of any Person which is outstanding at the time such Person becomes one of the categories Company's Subsidiaries (including upon designation of Permitted Indebtedness described in clauses (3any subsidiary or other Person as a Subsidiary) through (19) or is merged with or into or consolidated with the Company or one of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date Company's Subsidiaries shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time such Person becomes or is designated one of reclassification it meets the criteria Company's Subsidiaries or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries as applicable. 61 Notwithstanding any other provision of this Section 4.11, but only to avoid duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such category Indebtedness was incurred or categories)if later at the time the guarantor thereof became one of the Company's Subsidiaries will not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the Company may designate pursuant to which provision of this Section 4.11 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.11, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness), if no Default has occurred and is continuing at on the time of or would occur as a consequence date of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least (i) greater than 2.0 to 1.0 if such Indebtedness is incurred on or before January 15, 2004 or (the “Coverage Ratio Exception”). ii) greater than 2.25 to 1.0 if such Indebtedness is incurred after January 15, 2004. (b) The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Company, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will. (c) Notwithstanding clause (a) of this Section 1007, the Company will not permit any Domestic Insignificant Subsidiary, directly or indirectly, in any event to incur any Indebtedness that purports other than Indebtedness permitted to be incurred by its terms such Domestic Insignificant Subsidiary under clauses (or by 2), (4), (7), (9), (10), (16) and (18) (provided that in the terms case of clause (18) the Indebtedness being Refinanced is the Indebtedness of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19Domestic Insignificant Subsidiary) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event not incur any Indebtedness that purports to be if such Indebtedness is by its terms (subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company Company, unless such Indebtedness is also by its terms (made subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of at the incurrence of any such Indebtedness, the Company and the Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness if on the date of the incurrence, (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to i) both (A) the incurrence thereof, the Company's Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is at least 2.0 would have been greater than 2.5 to 1.0 and (B) the “Coverage Ratio Exception”). The Company will not, directly Company's Adjusted Consolidated Net Tangible Assets are equal to or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms greater than 150% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms and the Subsidiaries, or (ii) the Company's Adjusted Consolidated Net Tangible Assets are equal to or by the terms greater than 200% of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by Company and the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesSubsidiaries. For purposes of determining compliance with any particular amount of Indebtedness incurred under this Section 4.08: 4.09, (ai) the outstanding principal amount guarantees of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) otherwise included in the event that an item determination of such amount shall not also be included and (ii) any Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, by the Company shallor any Subsidiary incurred for, in its sole discretionor related to, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under a Person other than another Subsidiary or the Credit Agreement on the Issue Date Company, as applicable, shall be deemed to have been incurred pursuant be in an amount equal to clause the greater of (3i) the lesser of (A) the full amount of the definition Indebtedness of “Permitted Indebtedness”such other Person or (B) and may later reclassify such item into any one or more the fair market value of the categories of Permitted Indebtedness described in clauses (3) through (19) assets and properties of the definition Company or such Subsidiary, as to which the holder or holders of “Permitted Indebtedness” such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (provided which determination shall be evidenced by a Board Resolution of the applicable Person), and (ii) the amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company or such Subsidiary. Notwithstanding anything to the contrary in this Section 4.09, no Subsidiary that at is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of the time Company or any other Subsidiary unless such Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary's Guarantee of reclassification it meets the criteria in Securities, such category or categories)Guarantee to be a senior subordinated unsecured obligation of such Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness, including Acquired Indebtedness, or permit any Restricted Subsidiary that is not a Note Guarantor to Incur Preferred Stock, except that the Company and any Note Guarantor may Incur Indebtedness, including Acquired Indebtedness other than Permitted Indebtedness; providedif, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, no Default or Event of Default shall have occurred and be continuing and the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Notwithstanding Section 3.9(a), the “Coverage Ratio Exception”)Company and its Restricted Subsidiaries may Incur Permitted Indebtedness as provided in the definition thereof. (c) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. The Company will notAccrual of interest, directly the accretion or indirectlyamortization of original issue discount, the payment of regularly scheduled interest in any event incur any Indebtedness that purports to be by its terms (or by the terms form of any agreement governing such Indebtedness) subordinated to any other additional Indebtedness of the Company unless such Indebtedness is also by its terms (same instrument or by the terms payment of any agreement governing such Indebtedness) subordinated to regularly scheduled dividends on Disqualified Capital Stock or Preferred Stock in the Notes to form of additional Disqualified Capital Stock or Preferred Stock with the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall will not be deemed to be exceeded as a result an Incurrence of fluctuations in the exchange rates of currencies. For Indebtedness or Preferred Stock for purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)covenant.

Limitation on Incurrence of Additional Indebtedness. The Company JCC Holding will not, and will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectlysuffer to exist any Indebtedness, incur any provided, that the provisions of this Section 5.12 shall not prevent the creation, incurrence, assumption or existence of the following (Indebtedness other than described below is herein referred to as "Permitted Indebtedness; "): (a) Indebtedness incurred pursuant to this Indenture in an aggregate principal amount not to exceed (i) $124,520,000 (plus the aggregate principal amount of Secondary Securities issued as interest in lieu of Cash interest, in each case in accordance with the terms of this Indenture to the extent the same may be deemed to be principal), less (ii) the aggregate principal amount of all repayments of principal of Securities effected after the Issue Date; (b) accrued expenses and trade accounts payable incurred in the ordinary course; (c) Indebtedness under Interest Rate Protection Agreements relating to Indebtedness otherwise permitted under this Section 5.12; (d) Indebtedness subject to Liens permitted under Section 5.13(e) or evidenced by Capitalized Lease Obligations, provided, however, that if in no Default has occurred event shall the aggregate principal amount of such Indebtedness and is continuing at the time of or would occur as a consequence Capitalized Lease Obligations exceed $10,000,000 (which amount shall increase by $5,000,000 on each of the incurrence first three anniversaries of the Issue Date but on a prospective basis only) at any time outstanding; (e) Indebtedness incurred from time to time pursuant to the Revolving Credit Agreement Documents so long as the aggregate principal amount thereof (for this purpose, including the face amount of all outstanding letters of credit and all unpaid drawings with respect thereto as principal) at no time outstanding exceeds $35,000,000 and complies with the provisions of Section 5.15(b); (f) Indebtedness of the Company representing reimbursement obligations under the Minimum Payment Guaranty Documents, subject to compliance with the provisions of Section 5.29; (g) JCC Holding may incur Qualified Subordinated Indebtedness not to exceed an aggregate amount of $5,000,000 for the sole purpose of Required Regulatory Redemptions; (h) Unrestricted Subsidiaries may incur Indebtedness, provided such IndebtednessIndebtedness is expressly non-recourse to JCC Holding, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted their respective Subsidiaries which are not Guarantors Unrestricted Subsidiaries; (i) JCC Holding and its Subsidiaries may incur Acquired Indebtedness, in each case if, after giving effect Indebtedness to the incurrence thereofextent expressly permitted under clauses (d), the Consolidated Fixed Charge Coverage Ratio (e) and (f) of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded5.19; and (bj) the Company may incur Indebtedness in the event that an item of Indebtedness meets the criteria of more than one amount not to exceed $150,000 in connection with charges under credit cards obtained from third-party financial institutions for use by employees of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Company.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Issuer and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Issuer that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than 2.0 to 1.0 1.0. (b) The limitations set forth in clause (a) above will not apply to each of the following, without duplication (collectively, “Coverage Ratio ExceptionPermitted Indebtedness”): (1) Indebtedness under the Notes issued on the Issue Date (including the related Guarantees) and any Exchange Notes in respect thereof (including any related guarantees thereof). The Company will not, directly or indirectly, ; (2) Indebtedness incurred pursuant to Credit Facilities in an aggregate principal amount at any event incur any Indebtedness that purports time outstanding not to be by its terms exceed $1,550,000,000 (or i) less the amount of all mandatory principal payments actually made by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company Issuer or any Restricted Subsidiary may incur pursuant with the Net Cash Proceeds from Asset Sales in respect of the term loans thereunder (excluding any such payments to the extent refinanced at the time of payment under a replaced Credit Facility); and (ii) reduced by any mandatory permanent repayments of revolving loans made by the Issuer thereunder (which are accompanied by a corresponding permanent commitment reduction) with the Net Cash Proceeds from Asset Sales (excluding any such payments and commitment reductions to the extent refinanced at the time of payment under a replaced Credit Agreement); (3) Indebtedness of the Issuer and its Restricted Subsidiaries (which, for purposes of this Section 4.08 clause (3), shall refer to the Foodservice Business) outstanding on the Issue Date (other than Indebtedness under clause (1) and (2) above) (including any amendments or replacements thereof that do not be deemed increase the principal amount) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions therein; (4) Interest Swap Obligations of the Issuer or any of its Restricted Subsidiaries covering Indebtedness of the Issuer or such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into to be exceeded protect the Issuer and its Restricted Subsidiaries from fluctuations in interest rates on Indebtedness incurred without violation of this Indenture to the extent the notional principal amount of such Interest Swap Obligation does not exceed, at the time of the incurrence thereof, the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Issuer and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currenciesfees, indemnities and compensation payable thereunder; (6) Indebtedness of a Restricted Subsidiary of the Issuer to the Issuer, to a Guarantor or to another Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by the Issuer, such Guarantor, such Wholly Owned Restricted Subsidiary or the holders of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Issuer, a Guarantor, such Wholly Owned Restricted Subsidiary or holders of a Lien permitted under this Indenture; provided that if as of any date any Person other than the Issuer, a Guarantor, a Wholly Owned Restricted Subsidiary of the Issuer or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness pursuant to this clause (6); (7) Indebtedness of the Issuer to a Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (a) any Indebtedness of the Issuer to any Wholly Owned Restricted Subsidiary of the Issuer that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under this Indenture and the Notes and (b) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under this Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Issuer pursuant to this clause (7); (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within four Business Days of incurrence; (9) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by letters of credit for the account of the Issuer or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, the purchase of goods or similar requirements in the ordinary course of business; (10) Indebtedness represented by guarantees by the Issuer or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.12 to the extent applicable; (11) Indebtedness of the Issuer or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (12) Indebtedness of the Issuer or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (13) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Issuer and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $20.0 million at any one time outstanding; (14) Indebtedness of Foreign Restricted Subsidiaries of the Issuer in an aggregate principal amount not to exceed $50.0 million under lines of credit to any such Foreign Restricted Subsidiary from Persons other than the Issuer or any of its Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Restricted Subsidiary’s working capital and other general corporate purposes; (15) Indebtedness that may be deemed to exist pursuant to the Factoring Agreements and Indebtedness by a Securitization Entity in a Qualified Securitization Transaction that is not recourse (except for Standard Securitization Undertakings) to the Issuer or any of its Restricted Subsidiaries; provided that any amounts incurred under this clause (15) in excess of $50.0 million will reduce the amounts available for borrowing under clause (2) above in an equal amount; (16) Indebtedness of the Issuer evidenced by commercial paper issued by the Issuer; provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clause (2) above and this clause (16) does not exceed the maximum amount of Indebtedness permitted under clause (2) above; (17) Refinancing Indebtedness; (18) [reserved]; and (19) additional Indebtedness of the Issuer and its Restricted Subsidiaries in an aggregate principal amount not to exceed $100.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under Credit Facilities). For purposes of determining any particular amount of Indebtedness under this Section 4.03, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.03, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3b)(1) through (19b)(19) of the definition of “Permitted Indebtedness” above or is entitled permitted to be incurred pursuant to the Coverage Ratio ExceptionSection 4.03(a), the Company Issuer shall, in its sole discretion, classify (or later reclassify) such item or portion of such item of Indebtedness in any manner that complies with this Section 4.08 (provided 4.03, except that all Indebtedness outstanding Indebtedness under the Credit Agreement on the Issue Distribution Date shall be deemed to have been incurred pursuant to on the Distribution Date under clause (32) above and may not be reclassified. Accrual of interest, 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 payment of dividends on Disqualified Capital Stock in the form of additional shares of the definition same class of “Permitted Disqualified Capital Stock and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.03. (c) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness”) is expressly subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may later reclassify be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by virtue of such item Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into any one or more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and the Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness test of the Company unless such preceding paragraph (including, without limitation, Indebtedness is also by its terms (or by under the terms of any agreement governing such IndebtednessCredit Agreement) subordinated to shall reduce the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary which may incur be incurred pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one clause of the categories definition of Permitted Indebtedness described in clauses (3) through including, without limitation, Indebtedness under the Credit Agreement pursuant to clause (19ii) of the definition of “Permitted Indebtedness” ). Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or which is entitled to be incurred pursuant to the Coverage Ratio Exception, secured by a Lien on an asset acquired by the Company shall, in its sole discretion, classify or a Restricted Subsidiary (whether or not such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under is assumed by the Credit Agreement on the Issue Date acquiring Person) shall be deemed to have been incurred pursuant to clause (3) of at the definition of “Permitted Indebtedness”) and may later reclassify such item into any one time the Person becomes a Restricted Subsidiary or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)asset acquisition, as the case may be.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth in this Section 4.11, the Company will and the Guarantors shall not, and will not neither the Company nor the Guarantors shall permit any of its Restricted their respective Subsidiaries to, directly or indirectly, incur issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness; provided, however, that if . Notwithstanding the foregoing if: (1) no Default has or Event of Default shall have occurred and is be continuing at the time of of, or would occur as after giving effect on a consequence of the pro forma basis to, such incurrence of any Indebtedness; and (2) on the date of such Indebtednessincurrence (the "Incurrence Date"), the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifCompany's Leverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the incurrence extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 would be less than 5.0 to 1.0 (the “Coverage Ratio Exception”"Debt Incurrence Ratio"), 56 66 then the Company and its Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock). The Company will notIn addition, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness foregoing limitations of the Company unless such Indebtedness is also by its terms (or by the terms first paragraph of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall 4.11 will not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08prohibit: (a) if no Event of Default shall have occurred and be continuing, the incurrence by the Company or any Guarantor of Indebtedness in an aggregate amount incurred and outstanding principal amount at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregardedup to $20,000,000; and (b) in the event that an item incurrence by the Company or any Guarantor of Indebtedness meets pursuant to the criteria Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of more than up to $330,000,000, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (1)(b)(ii) of Section 4.14 or (2) assumed by a transferee in an Asset Sale so long as neither the Company nor such Guarantor continues to be an obligor under such Indebtedness. Indebtedness (including Disqualified Capital Stock) of any Person which is outstanding at the time such Person becomes one of the categories Company's Subsidiaries (including upon designation of Permitted Indebtedness described in clauses (3any subsidiary or other Person as a Subsidiary) through (19) or is merged with or into or consolidated with the Company or one of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date Company's Subsidiaries shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time such Person becomes or is designated one of reclassification it meets the criteria Company's Subsidiaries or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries as applicable. Notwithstanding any other provision of this Section 4.11, but only to avoid duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such category Indebtedness was incurred or categories)if later at the time the guarantor thereof became one of the Company's Subsidiaries will not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the Company may designate pursuant to which provision of this Section 4.11 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.11, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, and each of the Guarantors will not, create, issue, incur, assume, guarantee or in any manner become directly or indirectlyindirectly liable with respect to or otherwise become responsible for, incur contingently or otherwise, the payment of (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (other than Permitted Indebtedness; provided). (b) This Agreement will not, however, prohibit the following (collectively, “Permitted Indebtedness”): (1) Indebtedness of 2degrees and its Subsidiaries due and owing to governmental entities or regulatory authorities in connection with telecommunications licenses (or similar permits, consents or approvals) or any renewal thereof, or Indebtedness of 2degrees and its Subsidiaries incurred to finance the payment of deposits for telecommunications licenses (or similar permits, consents or approvals) or any renewal thereof, to any governmental or regulatory authority related to a license (or similar permits, consents or approvals); (2) Indebtedness represented by the Notes outstanding on the Effective Date (but not including any additional Notes) (and any Permitted Refinancing Indebtedness in respect thereof) in an aggregate principal amount not to exceed $51.0 million at any one time outstanding; (3) any Indebtedness of the Company, any Restricted Subsidiary or any Guarantor outstanding on the Effective Date (other than (x) Indebtedness specified in clause (2) above or clause (6) below and (y) Indebtedness that could be incurred under clause (14) below that is outstanding on the Effective Date and which shall be deemed incurred under such clause) and any Permitted Refinancing Indebtedness in respect thereof; (4) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of intercompany Indebtedness between or among the Company, any Restricted Subsidiaries or any Guarantors (other than New Zealand Financing Indebtedness); provided that (A) any such Indebtedness of the Company is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and this Agreement, (B) any such Indebtedness of a Guarantor is unsecured and, other than any such Indebtedness in respect of any Company-TIP Intercompany Loan, subordinated, pursuant to a written agreement, to such Guarantor’s Note Guarantee and (C) (i) any disposition, pledge or transfer of any such Indebtedness to a Person (other than (x) a disposition, pledge or transfer to the Company, a Restricted Subsidiary or a Guarantor, or (y) a disposition, pledge or transfer of any of the Company’s right, title or interest in any Company-TIP Intercompany Loan in connection with the creation, enforcement or foreclosure by or on behalf of the Holders or the holders of the 8.875% Notes of any Lien thereon that secures the obligations of the Company in respect of the Notes or the 8.875% Notes) and (ii) any transaction pursuant to which any Restricted Subsidiary that has Indebtedness owing to the Company, a Guarantor or another Restricted Subsidiary ceases to be a Restricted Subsidiary will, in each case, be deemed to be an incurrence of such Indebtedness not permitted by this clause (4); (5) guarantees of the Company’s Indebtedness or Indebtedness of any Restricted Subsidiary by 2degrees and its Subsidiaries if no Default has occurred such guaranteed Indebtedness is otherwise permitted to be incurred under this Agreement; (6) (i) Indebtedness represented by the 8.875% Notes issued on the Effective Date (including any Backstop 8.875% Notes but excluding any Additional Notes (as defined in the 8.875% Notes Indenture)) and is continuing (ii) Indebtedness under the Remaining TIP Notes (but not including any additional Remaining TIP Notes) (and any Permitted Refinancing Indebtedness in respect of the foregoing) in an aggregate principal amount, for clauses (i) and (ii), not to exceed $356,997,400 (or, if an 8.875% Notes Principal Increase Event shall have occurred, $367,707,322) at any one time outstanding; (7) the time incurrence by TIP, 2degrees and Subsidiaries of 2degrees of Indebtedness arising from agreements providing for guarantees, indemnities or would occur as a consequence obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by TIP, 2degrees and Subsidiaries of 2degrees of Indebtedness incurred by any Person (other than TIP, 2degrees and Subsidiaries of 2degrees) acquiring all or any portion of such assets for the purpose of financing such acquisition; (8) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of Indebtedness under Currency Agreements entered into in the ordinary course of business and not for speculative purposes; (9) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of Indebtedness under Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; (10) the incurrence of Indebtedness by the Company, any Restricted Subsidiary or any Guarantor in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (11) the incurrence of Indebtedness by the Company, any Restricted Subsidiary or any Guarantor arising from (A) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within 5 Business Days of incurrence, (B) bankers’ acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations; (C) completion guarantees provided or letters of credit obtained by the Company, any Restricted Subsidiary or any Guarantor, or in respect of performance, surety or appeal bonds provided, in the ordinary course of business; and (D) the financing of insurance premiums in the ordinary course of business; (12) [reserved]; (13) [reserved]; (14) (x) prior to the consummation of the initial 2degrees Liquidity Event, Indebtedness incurred by 2degrees and its Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed the greater of (A) NZ$245.0 million (including any such Indebtedness, Indebtedness outstanding on the Company or any Subsidiary Guarantor may incur Indebtedness Effective Date) and (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifB) such other amount to the extent that, after giving effect to the incurrence of such Indebtedness by 2degrees and its Subsidiaries and the application of the proceeds thereof, on a pro forma basis, the Consolidated Fixed Charge Coverage Leverage Ratio of 2degrees and its Subsidiaries (as evidenced by an Officers’ Certificate to the Company is at least Administrative Agent (i) in respect of any such incurrence in excess of NZ$2.0 million, within five (5) Business Days of the date of any such incurrence and (ii) in respect of any other such incurrence, (a) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of TIP and (b) within 105 days after the end of each fiscal year of TIP, in each case, setting forth in reasonable detail such calculation) would be less than 2.0 to 1.0 1.0; (y) at all times prior to and following the “Coverage consummation of any 2degrees Liquidity Event, Indebtedness incurred by 2degrees and its Subsidiaries in respect of any Permitted Receivables Financing in an aggregate principal amount not to exceed NZ$50.0 million at any one time outstanding; and (z) at all times prior to and following the consummation of any 2degrees Liquidity Event, New Zealand Financing Indebtedness; (15) [reserved]; (16) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited with the Administrative Agent to prepay or repay in full the Notes; and (17) following the initial 2degrees Liquidity Event, Indebtedness incurred by 2degrees and its Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed such amount to the extent that, after giving effect to the incurrence of such Indebtedness by 2degrees and its Subsidiaries and the application of the proceeds thereof, on a pro forma basis, the Consolidated Leverage Ratio Exception”). The Company will notof 2degrees and its Subsidiaries (as evidenced by an Officers’ Certificate to the Administrative Agent (i) in respect of any such incurrence in excess of NZ$2.0 million, directly or indirectlywithin five (5) Business Days of the date of any such incurrence and (ii) in respect of any other such incurrence, (a) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of TIP and (b) within 105 days after the end of each fiscal year of TIP, in any event incur any Indebtedness that purports each case, setting forth in reasonable detail such calculation) would be less than 1.5 to be by its terms 1.0. (or by the terms of any agreement governing such Indebtednessc) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision of this Agreement, for purposes of determining compliance with this Agreement, increases in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant solely due to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. currencies will not be deemed to exceed the maximum amount that the Company, its Restricted Subsidiaries or the Guarantors may incur under this Agreement, and in no event shall the reclassification of any lease or other liability as Indebtedness due to a change in GAAP after the Effective Date be deemed to be an incurrence of Indebtedness. (d) For purposes of determining compliance with any particular amount of Indebtedness under this Section 4.08Agreement: (ai) obligations with respect to letters of credit, guarantees or Liens, in each case supporting Indebtedness otherwise included in the outstanding principal amount determination of such particular amount, shall not be included; (ii) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.10 will not be treated as Indebtedness; (iii) accrual of interest, accrual of dividends, the accretion of accreted value, the reclassification of Preferred Stock as Indebtedness due to a change in GAAP or the application thereof, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock, the obligation to pay commitment fees and the payment of interest in the form of additional Indebtedness will not be treated as the incurrence of Indebtedness; (iv) in the case of any particular Indebtedness issued with original issue discount, only the accreted value of the Indebtedness shall be counted only once included; and (v) in the case of Interest Swap Obligations, the amount of Indebtedness in respect thereof shall be the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such time. (e) In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in clause (b) of this Section 4.06, the Company, in its sole discretion, shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clause (b) of this Section 4.06, and may change the classification of an item of Indebtedness (or any portion thereof) to any other type of Indebtedness described in clause (b) of this Section 4.06 at any time. In determining the amount of Indebtedness outstanding under one of the types of Indebtedness described in clause (b) of this Section 4.06, any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or disregarded so long as it is entitled permitted to be incurred pursuant to by the Coverage Ratio Exception, the Company shall, in its sole discretion, classify Person or Persons incurring such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)obligation.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and1.0. (b) in Section 4.3(a) will not prohibit the event that an item of Indebtedness meets the criteria of more than one incurrence of the categories following Indebtedness: (1) Indebtedness under the Notes, the Indenture and the Guarantees; (2) Indebtedness of Permitted Indebtedness described in clauses (3i) through (19x) of the definition of “Permitted Indebtedness” or is entitled to be Company and the Guarantors incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement in the aggregate principal amount permitted to be drawn thereunder as in existence on the Issue Date shall and (y) the Company and its Restricted Subsidiaries to service their working capital needs (“Working Capital Facilities”) in the aggregate principal amount permitted to be deemed drawn thereunder as in existence on the Issue Date (in the case of both (x) and (y), reduced by the amount of all mandatory prepayments actually made) and (ii) the Company and its Restricted Subsidiaries incurred to have been incurred pursuant service their working capital needs in an aggregate principal amount at any time outstanding not to clause (3) exceed the excess, if any, of the definition Euro Equivalent of “Permitted Indebtedness”265.0 million over the aggregate amounts then outstanding under the agreements referred to in (i) (x) and may later reclassify such item into (i) (y), less in the case of both (i) and (ii) (without duplication) the Net Cash Proceeds from any one or more of Asset Sales to the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).extent used to repay amounts outstanding thereunder;

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, be-come liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, ,however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries which are Guarantors may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor1.0. Notwithstanding any other provision in of this Section 4.08Indenture, the maximum amount of Public Indebtedness that may only be incurred by the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in and the exchange rates of currenciesGuarantors. For purposes of determining compliance with this Section 4.08: any restriction on the incurrence of Indebtedness in euro where Indebtedness is denominated in a different currency, the amount of such Indebtedness shall be the euro Equivalent determined on the date of such determination, provided that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement (awith respect to euro) covering principal amounts payable on such Indebtedness, the outstanding amount of such Indebtedness expressed in euro shall be adjusted to take into account the effect of such agreement. The principal amount of any particular Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced shall be counted only once and any obligation arising under any guarantee, Lien, letter the euro Equivalent of credit or similar instrument supporting the Indebtedness refinanced determined on the date such Indebtedness shall be disregarded; and (b) being refinanced was initially incurred. Notwithstanding any other provision of this Section 4.12, for purposes of determining compliance with Section 4.12, increases in Indebtedness solely due to fluctuations in the event exchange rates of currencies shall not be deemed to exceed the maximum amount that an item the Company or a Restricted Subsidiary of the Company may incur under Section 4.12. For purposes of determining any particular amount of Indebtedness meets under Section 4.12: (i) obligations with respect to letters of credit, guarantees or Liens, in each case supporting Indebtedness otherwise included in the criteria de-termination of more than one of the categories of Permitted Indebtedness described in clauses such particular amount, shall not be included; (3ii) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred any Liens granted pursuant to the Coverage Ratio Exceptionequal and ratable provisions referred to in Section 4.18 shall not be treated as Indebtedness; and (iii) accrual of interest, accrual of dividends, the Company shallaccretion of accreted value, the obligation to pay commitment fees and the payment of interest in its sole discretion, classify such item the form of additional Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall not be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted treated as Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for, or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness other than Permitted (including any Acquired Indebtedness; provided). Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this Section 4.11, howevernor the accretion of original issue discount, that if no Default has occurred and is continuing at nor the time of or would occur as a consequence mere extension of the incurrence maturity of any such Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, the Company or and any Subsidiary Guarantor may incur Incur Indebtedness (including Acquired Indebtedness), ) and any Restricted Subsidiaries which are not Guarantors Subsidiary may incur Incur Acquired Indebtedness, in each case ifIndebtedness if the Company's Annual Operating Cash Flow Ratio, after giving effect to the incurrence thereofIncurrence of such Indebtedness and the application of the proceeds therefrom, would have been less than 8.25 to 1.0 at any time prior to December 31, 2000 and 7.5 to 1.0 thereafter. In addition, the Consolidated Fixed Charge Coverage Ratio foregoing limitations will not apply to the Incurrence of the Company is following: (i) Indebtedness of the Company, any Guarantor or Centennial de Puerto Rico under the Credit Facility in an aggregate principal amount at least 2.0 any one time outstanding not to 1.0 exceed $1.05 billion, reduced by permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14; provided, that the aggregate principal amount of Indebtedness of Centennial de Puerto Rico pursuant to this clause (i) shall not exceed 25% of the “Coverage Ratio Exception”principal amount which may be borrowed pursuant to this clause (i). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms ; (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtednessa) subordinated pursuant to the Notes to Securities or (b) existing on the same extent Issue Date (other than under the Credit Facility); (iii) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the same manner as such Indebtedness is subordinated to such other case of Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectlysuch obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities; provided, in any event incur further, that with respect to any Indebtedness that purports to be by its terms (or by the terms in excess of $250,000, any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms made pursuant to an intercompany note in the form attached to this Indenture as Exhibit F; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an Incurrence of such Indebtedness by the terms of obligor not permitted by this clause (iii), and (b) any agreement governing such Indebtedness) subordinated transaction pursuant to the Note Guarantee of such Subsidiary Guarantor which any Restricted Subsidiary, which has Indebtedness owing to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item Incurrence of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or by such Restricted Subsidiary that is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with not permitted by this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesiii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 (1.0; provided that, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be Incurred by Restricted Subsidiaries that are not Note Guarantors under this ‎Section 3.9(a) (after giving pro forma effect to be by the Incurrence thereof and the application of the proceeds therefrom), shall not exceed the greater of ‎(i) 10% of Consolidated Tangible Assets and (ii) U.S.$1.5 billion, at any one time outstanding. (b) Notwithstanding clause (a) above, the Issuer and/or any of its terms Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (or “Permitted Indebtedness”): (i) Indebtedness consisting of the Notes, excluding Additional Notes; (ii) Guarantees by the terms Issuer and/or any Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless Issuer or any Restricted Subsidiary permitted under this Indenture; provided, that if any such Indebtedness Guarantee is also by its terms (or by of Subordinated Indebtedness, then the terms obligations of any agreement governing such Indebtedness) subordinated to the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500.0 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, and each of the Guarantors will not, create, issue, incur, assume, guarantee or in any manner become directly or indirectlyindirectly liable with respect to or otherwise become responsible for, incur contingently or otherwise, the payment of (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (other than Permitted Indebtedness; provided). (b) This Indenture will not, however, prohibit the following (collectively, “Permitted Indebtedness”): (1) Indebtedness of 2degrees and its Subsidiaries due and owing to governmental entities or regulatory authorities in connection with telecommunications licenses (or similar permits, consents or approvals) or any renewal thereof, or Indebtedness of 2degrees and its Subsidiaries incurred to finance the payment of deposits for telecommunications licenses (or similar permits, consents or approvals) or any renewal thereof, to any governmental or regulatory authority related to a license (or similar permits, consents or approvals); (i) Indebtedness represented by the Notes issued on the Issue Date (but excluding any Additional Notes), and (ii) Indebtedness under the Remaining Existing Notes (but not including any additional Existing Notes) (and any Permitted Refinancing Indebtedness in respect of the foregoing) in an aggregate principal amount, for clauses (i) and (ii), not to exceed $356,997,400 (or, if the principal amount of the Notes is increased in accordance with Section 4.26, $367,707,322) at any one time outstanding; (3) any Indebtedness of the Company, any Restricted Subsidiary or any Guarantor outstanding on the Issue Date (other than (x) Existing Notes refinanced with the Notes on the Issue Date, (y) Indebtedness specified in clause (2) above or clause (6) below and (z) Indebtedness that could be incurred under clause (14) below that is outstanding on the Issue Date and which shall be deemed incurred under such clause) and any Permitted Refinancing Indebtedness in respect thereof; (4) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of intercompany Indebtedness between or among the Company, any Restricted Subsidiaries or any Guarantors (other than New Zealand Financing Indebtedness); provided that (A) any such Indebtedness of an Issuer is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and this Indenture, (B) any such Indebtedness of a Guarantor is unsecured and, other than any such Indebtedness in respect of any Company-Trilogy LLC Intercompany Loan, subordinated, pursuant to a written agreement, to such Guarantor’s Note Guarantee and (C) (i) any disposition, pledge or transfer of any such Indebtedness to a Person (other than (x) a disposition, pledge or transfer to the Company, a Restricted Subsidiary or a Guarantor, or (y) a disposition, pledge or transfer of any of the Company’s right, title or interest in any Company-Trilogy LLC Intercompany Loan in connection with the creation, enforcement or foreclosure by or on behalf of the Holders or the holders of the 10% Notes of any Lien thereon that secures the obligations of the Company in respect of the Notes or the 10% Notes) and (ii) any transaction pursuant to which any Restricted Subsidiary that has Indebtedness owing to the Company, a Guarantor or another Restricted Subsidiary ceases to be a Restricted Subsidiary will, in each case, be deemed to be an incurrence of such Indebtedness not permitted by this clause (4); (5) guarantees of the Company’s Indebtedness or Indebtedness of any Restricted Subsidiary by 2degrees and its Subsidiaries if no Default has occurred such guaranteed Indebtedness is otherwise permitted to be incurred under this Indenture; (6) Indebtedness represented by the 10% Notes (and is continuing any Permitted Refinancing Indebtedness in respect thereof) in an aggregate principal amount not to exceed $51.0 million at any one time outstanding; (7) the time incurrence by Trilogy LLC, 2degrees and Subsidiaries of 2degrees of Indebtedness arising from agreements providing for guarantees, indemnities or would occur as a consequence obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by Trilogy LLC, 2degrees and Subsidiaries of 2degrees of Indebtedness incurred by any Person (other than Trilogy LLC, 2degrees and Subsidiaries of 2degrees) acquiring all or any portion of such assets for the purpose of financing such acquisition; (8) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of Indebtedness under Currency Agreements entered into in the ordinary course of business and not for speculative purposes; (9) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of Indebtedness under Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; (10) the incurrence of Indebtedness by the Company, any Restricted Subsidiary or any Guarantor in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (11) the incurrence of Indebtedness by the Company, any Restricted Subsidiary or any Guarantor arising from (A) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within 5 Business Days of incurrence, (B) bankers’ acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations, (C) completion guarantees provided or letters of credit obtained by the Company, any Restricted Subsidiary or any Guarantor, or in respect of performance, surety or appeal bonds provided, in the ordinary course of business; and (D) the financing of insurance premiums in the ordinary course of business; (12) [reserved]; (13) [reserved]; (14) (x) prior to the consummation of the initial 2degrees Liquidity Event, Indebtedness incurred by 2degrees and its Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed the greater of (A) NZ$245.0 million (including any such Indebtedness, Indebtedness outstanding on the Company or any Subsidiary Guarantor may incur Indebtedness Issue Date) and (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifB) such other amount to the extent that, after giving effect to the incurrence of such Indebtedness by 2degrees and its Subsidiaries and the application of the proceeds thereof, on a pro forma basis, the Consolidated Fixed Charge Coverage Leverage Ratio of 2degrees and its Subsidiaries (as evidenced by an Officers’ Certificate to the Company is at least Trustee (i) in respect of any such incurrence in excess of NZ$2.0 million, within five (5) Business Days of the date of any such incurrence and (ii) in respect of any other such incurrence, (a) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Trilogy LLC and (b) within 105 days after the end of each fiscal year of Trilogy LLC, in each case, setting forth in reasonable detail such calculation) would be less than 2.0 to 1.0 1.0; (y) at all times prior to and following the “Coverage consummation of any 2degrees Liquidity Event, Indebtedness incurred by 2degrees and its Subsidiaries in respect of any Permitted Receivables Financing in an aggregate principal amount not to exceed NZ$50.0 million at any one time outstanding; and (z) at all times prior to and following the consummation of any 2degrees Liquidity Event, New Zealand Financing Indebtedness; (15) [reserved]; (16) the incurrence by the Company, any Restricted Subsidiary or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; and (17) following the initial 2degrees Liquidity Event, Indebtedness incurred by 2degrees and its Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed such amount to the extent that, after giving effect to the incurrence of such Indebtedness by 2degrees and its Subsidiaries and the application of the proceeds thereof, on a pro forma basis, the Consolidated Leverage Ratio Exception”). The Company will notof 2degrees and its Subsidiaries (as evidenced by an Officers’ Certificate to the Trustee (i) in respect of any such incurrence in excess of NZ$2.0 million, directly or indirectlywithin five (5) Business Days of the date of any such incurrence and (ii) in respect of any other such incurrence, (a) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Trilogy LLC and (b) within 105 days after the end of each fiscal year of Trilogy LLC, in any event incur any Indebtedness that purports each case, setting forth in reasonable detail such calculation) would be less than 1.5 to be by its terms 1.0. (or by the terms of any agreement governing such Indebtednessc) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision of this Indenture, for purposes of determining compliance with this Indenture, increases in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant solely due to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. currencies will not be deemed to exceed the maximum amount that the Company, its Restricted Subsidiaries or the Guarantors may incur under this Indenture, and in no event shall the reclassification of any lease or other liability as Indebtedness due to a change in GAAP after the Issue Date be deemed to be an incurrence of Indebtedness. (d) For purposes of determining compliance with any particular amount of Indebtedness under this Section 4.08Indenture: (ai) obligations with respect to letters of credit, guarantees or Liens, in each case supporting Indebtedness otherwise included in the outstanding principal amount determination of such particular amount, shall not be included; (ii) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.10 will not be treated as Indebtedness; (iii) accrual of interest, accrual of dividends, the accretion of accreted value, the reclassification of Preferred Stock as Indebtedness due to a change in GAAP or the application thereof, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock, the obligation to pay commitment fees and the payment of interest in the form of additional Indebtedness will not be treated as the incurrence of Indebtedness; (iv) in the case of any particular Indebtedness issued with original issue discount, only the accreted value of the Indebtedness shall be counted only once included; and (v) in the case of Interest Swap Obligations, the amount of Indebtedness in respect thereof shall be the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such time. (e) In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in clause (b) of this Section 4.06, the Company, in its sole discretion, shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clause (b) of this Section 4.06, and may change the classification of an item of Indebtedness (or any portion thereof) to any other type of Indebtedness described in clause (b) of this Section 4.06 at any time. In determining the amount of Indebtedness outstanding under one of the types of Indebtedness described in clause (b) of this Section 4.06, any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or disregarded so long as it is entitled permitted to be incurred pursuant to by the Coverage Ratio Exception, the Company shall, in its sole discretion, classify Person or Persons incurring such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)obligation.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the Company is acquisition of any asset shall be deemed to have been incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time of such acquisition. The Company will shall not, directly or indirectlyand shall not permit any Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary to, directly or indirectly, create, incur, assume, guarantee, acquire or become liable, contingently or otherwise, for (collectively "incur") any Indebtedness other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur Indebtedness (including, without limitation, any Acquired Indebtedness) and Restricted Subsidiaries tomay incur Indebtedness under Vendor Financing Arrangements if after giving pro forma effect to the incurrence of such Indebtedness and the receipt and application of the proceeds therefrom the Company's Leverage Ratio would be less than 5.0 to 1; provided -------- that if prior to March 1, 1999, the Company has not consummated a primary underwritten public offering (excluding any offering pursuant to Form S-8 under the Securities Act or any other publicly registered offering pursuant to the Securities Act pertaining to an issuance of shares of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan) of Common Stock of the Company pursuant to an effective registration statement under the Securities Act resulting in gross proceeds to the Company of at least $35.0 million, such ratio shall be reduced to 4.5 to 1 until such time as the Company completes such an offering. (b) Any Indebtedness of an entity existing at the time it becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary shall be deemed to be incurred as of the date such entity becomes a Restricted Subsidiary or the date of such merger. (c) The Company shall not, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated subordinate to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) expressly subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Securities; provided, -------- however, that no Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports Company shall be deemed to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated subordinate ------- to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to Company solely because such other Indebtedness is secured. Accretion of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount accreted value and accrual of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 interest shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For an "incurrence" for purposes of determining compliance with this Section 4.08: (a) , nor shall the outstanding principal amount payment of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) interest in the event that an item form of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted additional Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default with respect to the Notes shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio would have been equal to or greater than 2.0 to 1.0. (b) Notwithstanding the foregoing, (i) the Company may incur Indebtedness consisting of the Company is at least 2.0 to 1.0 Notes; (ii) the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event Subsidiary Guarantors may incur any Indebtedness that purports to be by its terms the Guarantees; (or by the terms of any agreement governing such Indebtednessiii) subordinated to any other Indebtedness of the Company unless such and the Subsidiary Guarantors may incur Indebtedness is also by its terms in existence on the date of this Indenture; (or by the terms of any agreement governing such Indebtednessiv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Subsidiary may incur secured or unsecured Indebtedness outstanding at any time in an aggregate principal amount not to exceed the greater of (A) $100 million or (B) the Borrowing Base; (v) the Company may incur Permitted Company Refinancing Indebtedness; (vi) any Restricted Subsidiary may incur pursuant Permitted Subsidiary Refinancing Indebtedness; and (vii) the Company may incur Indebtedness to any Restricted Subsidiary, and any Restricted Subsidiary may incur Indebtedness to the Company or to any Restricted Subsidiary; provided that (a) any subsequent issuance or transfer that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary or (b) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary, shall be deemed, in each case to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.08 clause (vii). (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall not be deemed to be exceeded as incurred by such Restricted Subsidiary at the time it becomes a result of fluctuations in the exchange rates of currenciesRestricted Subsidiary. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.09, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness debt described in clauses paragraph (3b) through (19) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio Exceptionparagraph (a) above, the Company shall, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.08 (provided that all outstanding covenant, including applying such Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, Guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, , (i) the Company or any Subsidiary Guarantor Guarantor, concurrent with or subsequent to the effectiveness of its Subsidiary Guarantee, may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 and (ii) at any time prior to the “occurrence of the Merger Event, Coinmach Corp. and any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio Exception”). of Coinmach Corp. is greater than 2.0 to 1.0. (b) The Company will not, and will not permit any Subsidiary Guarantor or any Subsidiary that is an obligor or guarantor of the Intercompany Note (any "Intercompany Note Obligor") to, directly or indirectly, in any event incur any Indebtedness that which is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Company or any Subsidiary Guarantor or Intercompany Note Obligor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Notes, any Subsidiary Guarantee, the Intercompany Note and the Intercompany Note Guaranty, as the case may be, in each case to the same extent and in the same manner as such Indebtedness is subordinated in right of payment to such other Indebtedness. (c) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness incurred pursuant to and in compliance with this Section 4.12, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the Companyliability in respect thereof determined in accordance with GAAP. No Subsidiary Guarantor willThe accrual of interest, directly the accretion or indirectlyamortization of original issue discount, in any event incur the payment of interest on any Indebtedness that purports in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.12. (d) The Company will not issue indebtedness represented by its terms Additional IDS Notes after the Issue Date (whether pursuant to clause (xiv) of the definition of "Permitted Indebtedness" or by otherwise) unless at the terms same time and in connection therewith it receives an opinion of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated independent counsel nationally recognized in U.S. federal income tax matters to the Note Guarantee of effect that, based on customary assumptions and factual representations, such Subsidiary Guarantor to the same extent Additional IDS Notes and any Additional Notes issued in connection therewith will be treated as indebtedness for U.S. federal income tax purposes (although such opinion may be qualified in the same manner as the equivalent opinion received by the Company with respect to the Notes underlying the IDSs and the Notes not underlying IDSs issued on the Issue Date). (e) The Company will not issue Indebtedness represented by Additional IDS Notes after the Issue Date unless at the same time and in connection therewith (i) it issues Additional Notes not underlying IDSs having an aggregate principal amount of not less than 11.1% of the aggregate principal amount of the Notes underlying such Indebtedness is subordinated to such other Indebtedness IDSs and (ii) the purchasers of such Subsidiary GuarantorAdditional Notes are required to make the same representations to the Company required of purchasers of Notes not underlying IDSs purchased on the Issue Date. Notwithstanding any other provision in this Section 4.08The foregoing sentence shall not apply to issuances by the Company of IDSs from time to time after the Issue Date having an aggregate issue price not to exceed $200,000,000 and, to the maximum amount extent issued as incentive compensation to directors or officers of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant of its Subsidiaries, additional IDSs having an aggregate issue price not to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)exceed $5,000,000.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, or become liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any and the Subsidiary Guarantor Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (1.0. For the “Coverage Ratio Exception”)purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is otherwise entitled to be incurred pursuant to this Section 4.12, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.12 and such items of indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof. Accrual of interest and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.12. The Company will not, directly or indirectly, in any event not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes pursuant to subordination provisions that are sub- stantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to(A) No Significant Subsidiary shall, directly or indirectly, incur create, incur, issue, assume, guarantee, permit to exist or otherwise become directly or indirectly liable with respect to any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will shall not, directly or indirectly, in any event incur create, incur, issue, assume, guarantee, permit to exist or otherwise become directly or indirectly liable with respect to any Indebtedness (other than, in the case of the Company, Subordinated Indebtedness), except for (i) Indebtedness, in the case of the Company, issued under this Indenture, (ii) Indebtedness, in the case of the Company, that purports is pari passu in right of payment to be by its terms the Notes, refinancing or replacing all or a portion of the Notes, (or by iii) Indebtedness, in the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness case of the Company unless such Indebtedness is also by its terms or any Significant Subsidiary, for borrowed money issued to any bank or other financial institution, (or by the terms of any agreement governing such iv) Indebtedness) subordinated to the Notes to the same extent and , in the same manner as case of the Company or any Significant Subsidiary, existing on the date hereof and not otherwise allowed pursuant to this Section 4.9(A) not to exceed for the Company and all such Indebtedness is subordinated to such other Indebtedness Significant Subsidiaries together an aggregate of $500,000 outstanding, (v) Intercompany Indebtedness, (vi) Indebtedness, in the case of the Company. No Subsidiary Guarantor will, in respect of commercial paper to the extent the obligations of the Company thereunder are guaranteed by, or otherwise receive a credit enhancement from, a bank or other financial institution, and (vii) additional Indebtedness, in the case of the Company or any Significant Subsidiary, not to exceed for the Company and all such Significant Subsidiaries together an aggregate of $5,000,000 outstanding at any time; provided, that any such additional Indebtedness issued by the Company shall be pari passu in right of payment to the Notes. (B) The Company shall not, directly or indirectly, in any event incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness that purports is subordinated in right of payment to the Notes ("Subordinated Indebtedness") unless (i) such Subordinated Indebtedness shall have a maturity date after the maturity date of the Notes, (ii) no payment in respect of the principal of such Subordinated Indebtedness (whether at maturity, by redemption, repurchase or otherwise) shall be permitted to be by its terms made (or by actually made) until after the terms maturity date of any agreement governing the Notes, and (iii) such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Subordinated Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of Notes (including restrictions on the Company's ability to pay such Subsidiary Guarantor Subordinated Indebtedness) at least to the same extent and in that the same manner as such Indebtedness is Notes are subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Senior Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur (x) Indebtedness (including Acquired other than Senior Secured Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 and (y) Senior Secured Indebtedness, if on the “date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Senior Secured Leverage Ratio of the Company would have been less than or equal to 2.0 to 1.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio Exceptionor Consolidated Senior Secured Leverage Ratio test of the preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facilities) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facilities pursuant to clause (2) of the definition of “Permitted Indebtedness”). . (b) The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. be. (c) For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) the definition of “Permitted Indebtedness”, the Company, in its sole discretion, will classify such item of Indebtedness at the time of incurrence and will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the definition of “Permitted Indebtedness” or is and (2) the Company will be entitled from time to be time to reclassify any Indebtedness incurred pursuant to the Coverage Ratio Exception, the Company shall, any clause in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness other than Permitted (including Acquired Indebtedness); provided, however, PROVIDED that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Subsidiaries may incur Indebtedness Indebt- edness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, ) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Leverage Ratio is less than 7.0 to 1. The accretion of original issue discount and accrual of interest on the Securities and the Subsidiary Senior Discount Notes shall not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, the Company and its Subsidiaries may incur Permitted Indebtedness; PROVIDED that the Company will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)Securities. The Company Issuers will not, directly or indirectly, in any event not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Issuers unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Issuers.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may shall be entitled to incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0. (b) The foregoing limitations in paragraph (a) shall not apply to: (1) Indebtedness under the Securities issued under this Indenture in an aggregate principal amount not to exceed $425,000,000, the Guarantees and the Exchange Securities (other than any Additional Securities) and the guarantees thereof; (2) Indebtedness incurred pursuant to the Credit Agreement; provided that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness incurred under this clause (2) does not exceed the greater of: (a) $100,000,000 less (i) the amount of all mandatory principal payments pursuant to Section 4.06 actually made by the Company of Indebtedness under the Credit Agreement and (ii) any required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder; and (b) the sum of (i) 85.0% of the book value of the receivables of the Company and its Restricted Subsidiaries plus (ii) 50.0% of the book value of the inventory of the Company and its Restricted Subsidiaries; (3) Indebtedness incurred pursuant the Zena Agreements in an aggregate principal amount not to exceed $35,000,000 at any one time outstanding; (4) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon (other than Indebtedness described in clauses (1), (2) and (3) of this Section 4.03(b)); (5) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed, at any one time outstanding, the greater of (i) $35,000,000 and (ii) 5.0% of Total Assets of the Company and its Restricted Subsidiaries; (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk; (7) Indebtedness owed to the Company or to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Restricted Subsidiary of the Company; provided that (A) if as of any date any Person other than the Company or a Restricted Subsidiary of the Company holds any such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting permitted Indebtedness under this clause (7) by the issuer of such Indebtedness; (B) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary shall be deemed to constitute the incurrence of such Indebtedness by the obligor thereon; (C) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Securities; and (D) if a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations of such Guarantor with respect to its Guarantee; (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of the Company’s or any Restricted Subsidiary’s knowledge of its incurrence; (9) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (10) Refinancing Indebtedness; (11) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; (12) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or other obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (13) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been entitled to incur at least 2.0 $1.00 of additional Indebtedness pursuant to 1.0 Section 4.03(a); and (14) additional Indebtedness of the “Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding (which amount may, but need not, be incurred in whole or in part under the Credit Agreement). (c) For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more than one of clauses (1) through (14) of paragraph (b) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio Exception”provisions of paragraph (a) above, the Company shall, in its sole discretion, be entitled to divide and classify (or later reclassify) an item of Indebtedness in more than one of the types of Indebtedness described above; provided that all Indebtedness outstanding under the Credit Agreement up to the maximum amount permitted under clause (2) of paragraph (b) above shall be deemed to have been incurred pursuant to such clause (2). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.03. (d) The Company will shall not, and shall not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes Securities or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports shall be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the exchange rates of currencies. collateral held by them. (e) For purposes of determining compliance with this Section 4.08: (a) any U.S. dollar restriction on the outstanding incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. The principal amount of any particular Refinancing Indebtedness incurred in the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be counted only once determined in accordance with the preceding sentence, and any obligation arising under any guarantee(2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, Lien, letter in which case the U.S. Dollar Equivalent of credit or similar instrument supporting such Indebtedness excess shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement determined on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify date such item into any one or more of the categories of Permitted Refinancing Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)is incurred.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Issuer and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Issuer that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than 2.0 to 1.0 1.0. (b) The limitations set forth in clause (a) above will not apply to each of the following, without duplication (collectively, “Coverage Ratio ExceptionPermitted Indebtedness”): (1) Indebtedness under the Notes issued on the Issue Date (including the related Guarantees). The Company will not, directly or indirectly, ; (2) Indebtedness incurred pursuant to Credit Facilities in an aggregate principal amount not to exceed $262.5 million less any event incur any amount used to permanently repay such Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtednesspermanently reduce commitments with respect thereto) subordinated to any other in accordance with Section 4.10; (3) Indebtedness of the Company unless such Issuer and its Restricted Subsidiaries (which, for purposes of this clause (3), shall refer to the Crane Business) outstanding on the Issue Date (other than Indebtedness is also by its terms under clause (1) and (2) above or pursuant to clause (15) below) (including any amendments or replacements thereof that do not increase the principal amount) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments or mandatory prepayments when actually paid or permanent reductions therein; (4) subordinated to Interest Swap Obligations of the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Issuer or any of its Restricted Subsidiaries covering Indebtedness of the Company. No Subsidiary Guarantor willIssuer or such Restricted Subsidiary; provided, directly or indirectlyhowever, that such Interest Swap Obligations are entered into in any event incur any the ordinary course of business, not for speculative purposes and to protect the Issuer and its Restricted Subsidiaries from fluctuations in interest rates on Indebtedness incurred without violation of this Indenture to the extent the notional principal amount of such Interest Swap Obligation does not exceed, at the time of the incurrence thereof, the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that purports (x) such Currency Agreements shall have been entered into in the ordinary course of business and not for speculative purposes and (y) in the case of Currency Agreements which relate to be by its terms (or by Indebtedness, such Currency Agreements do not increase the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by the Issuer and its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such Restricted Subsidiaries outstanding other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded than as a result of fluctuations in the foreign currency exchange rates or by reason of currenciesfees, indemnities and compensation payable thereunder; (6) Indebtedness of a Restricted Subsidiary of the Issuer to the Issuer, to a Guarantor or to another Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by the Issuer, such Guarantor, such Wholly Owned Restricted Subsidiary or the holders of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Issuer, a Guarantor, such Wholly Owned Restricted Subsidiary or holders of a Lien permitted under this Indenture; provided that (a) any Indebtedness of a Guarantor to any Wholly Owned Restricted Subsidiary of the Issuer that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to such Guarantor’s obligations under this Indenture, its Guarantee and in respect of the Notes and (b) if as of any date any Person other than the Issuer, a Guarantor, a Wholly Owned Restricted Subsidiary of the Issuer or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness pursuant to this clause (6); (7) Indebtedness of the Issuer to a Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (a) any Indebtedness of the Issuer to any Wholly Owned Restricted Subsidiary of the Issuer that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under this Indenture and the Notes and (b) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under this Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Issuer pursuant to this clause (7); (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within four Business Days of incurrence; (9) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by letters of credit for the account of the Issuer or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, the purchase of goods or similar requirements in the ordinary course of business; (10) Indebtedness represented by guarantees by the Issuer or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.12 to the extent applicable; (11) Indebtedness of the Issuer or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (12) Indebtedness of the Issuer or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (13) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Issuer and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $25.0 million at any one time outstanding; (14) Indebtedness of Foreign Restricted Subsidiaries of the Issuer in an aggregate principal amount not to exceed $35.0 million under lines of credit to any such Foreign Restricted Subsidiary from Persons other than the Issuer or any of its Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Restricted Subsidiary’s working capital and other general corporate purposes; (15) Indebtedness that may be deemed to exist pursuant to the Factoring Agreements and Indebtedness by a Securitization Entity in a Qualified Securitization Transaction that is not recourse (except for Standard Securitization Undertakings) to the Issuer or any of its Restricted Subsidiaries in an aggregate principal amount together with any Refinancing Indebtedness in respect thereof not to exceed $75.0 million at any one time outstanding; (16) Indebtedness of the Issuer evidenced by commercial paper issued by the Issuer; provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clause (2) above and this clause (16) does not exceed the maximum amount of Indebtedness permitted under clause (2) above; (17) Refinancing Indebtedness; (18) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of obligations to repurchase equipment or guarantees of the residual value of equipment incurred in the ordinary course of business, to the extent such obligations do not exceed the fair market value of such equipment; (19) Indebtedness under Permitted Cash Management Obligations; and (20) additional Indebtedness of the Issuer and the Guarantors in an aggregate principal amount not to exceed $35.0 million at any one time outstanding. For purposes of determining any particular amount of Indebtedness under this Section 4.03, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.03, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3b)(1) through (19b)(20) of the definition of “Permitted Indebtedness” above or is entitled permitted to be incurred pursuant to the Coverage Ratio ExceptionSection 4.03(a), the Company Issuer shall, in its sole discretion, classify (or later reclassify) such item or portion of such item of Indebtedness in any manner that complies with this Section 4.08 4.03, except that (provided that all x) Indebtedness outstanding Indebtedness under the First Lien Credit Agreement on the Issue Distribution Date shall be deemed to have been incurred pursuant to on the Distribution Date under clause (32) above and may not be reclassified and (y) Indebtedness outstanding under the Factoring Agreements and/or Qualified Securitization Transactions that are in effect as of the definition of “Permitted Indebtedness”Distribution Date shall be deemed to have been incurred on the Distribution Date under clause (15) above and may later reclassify not be reclassified. Accrual of interest, 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 payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.03. (c) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such item Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into any one or more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 1.75:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Xxxxxxx- dated Fixed Charge Coverage Ratio is at least equal to 2.75:1; provided, -------- however, that if the Indebtedness which is the subject of a determination under ------- this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the Consolidated EBITDA of the -------- ------- acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly not (i) issue any Pari Passu Debt or indirectly, in any event (ii) incur any Indebtedness that purports to be which by its is terms (or by the terms of any agreement governing such Indebtedness) subordinated is subordinate in right of payment to any other of the Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that the Company or any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company (other than Finance Corp.) may issue Preferred Stock, in each case if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect thereto on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly amend, restate, supplement or indirectly, incur any modify the Bridge Facility or Refinance Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at under the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness Bridge Facility (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifby conversion or exchange of Indebtedness thereunder) unless, after giving effect to the incurrence thereofsuch amendment, restatement, supplement, modification or Refinancing, the Consolidated Fixed Charge Coverage Ratio Bridge Facility or any Indebtedness Refinancing the Bridge Facility, as the case may be, contains no financial maintenance covenants and has no scheduled amortization (other than scheduled amortization payments not to exceed 1% amortization per year of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms aggregate principal amount of any agreement governing such Indebtedness) subordinated on or prior to any other Indebtedness the maturity date of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Incur Indebtedness if on the date of such Incurrence and after giving effect thereto, the Consolidated Coverage Ratio would be greater than 3.5:1. (b) Notwithstanding Section 4.03(a), the Company and, to the extent specified, its Restricted Subsidiaries may Incur the following Indebtedness (including Acquired Indebtedness)collectively, "Permitted Debt"): (i) Indebtedness of the Company or any Guarantor under the Credit Agreement; (ii) Indebtedness of the Company or any Guarantor under the Other First-Lien Debt; (iii) Indebtedness of the Company owed to and held by any Restricted Subsidiaries which are not Guarantors may incur Acquired IndebtednessSubsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case ifcase, after giving effect to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the incurrence thereofprior payment in full in cash of all obligations with respect to the Notes and (3) if a Guarantor is the obligor, such Indebtedness is subordinated in right of payment to the Notes Guarantee of such Guarantor; (iv) Indebtedness represented by the Notes, the Consolidated Fixed Charge Coverage Ratio Note Guarantees and any replacement Notes issued pursuant to this Indenture; (v) Indebtedness outstanding on the Closing Date (other than the Indebtedness described in clause (i), (ii), (iii) or (iv) of this Section 4.03(b)); (vi) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in Section 4.03(a) and in clauses (iv), (v), (vi) and (vii) of this Section 4.03(b); (vii) Indebtedness consisting of Guarantees of (1) any Indebtedness permitted under Section 4.03(a), so long as the Person providing the Guarantee is a Guarantor or (2) any Indebtedness permitted under this Section 4.03(b); (viii) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of worker's compensation claims, self-insurance obligations, performance bonds, bankers' acceptances, letters of credit, surety, appeal or similar bonds and completion guarantees provided by the Company and the Restricted Subsidiaries in the ordinary course of their business; provided, however, that upon the drawing of letters of credit for reimbursement obligations, including with respect to workers' compensation claims, or the Incurrence of other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, such obligations are reimbursed within five Business Days following such drawing or Incurrence; (ix) Indebtedness under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; (x) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (xi) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided that (1) the maximum aggregate liability in respect of all such Indebtedness shall at least 2.0 no time exceed the gross proceeds actually received by the Company and its Subsidiaries in connection with such disposition and (2) such Indebtedness is not reflected in the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to 1.0 in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (2)); and (xii) Indebtedness of the “Coverage Ratio Exception”). The Company will notor any of its Restricted Subsidiaries that is Acquired Debt, and any Refinancing Indebtedness Incurred in respect thereof, in an aggregate principal amount at any time outstanding not to exceed $5.0 million. (c) Notwithstanding the foregoing, the Company shall not Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used, directly or indirectly, in to repay, prepay, redeem, defease, retire, refund or refinance any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Subordinated Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) shall be subordinated to the Notes to at least the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms Subordinated Indebtedness. (or by the terms of any agreement governing such Indebtednessd) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: 4.03, (ai) Indebtedness Incurred pursuant to the outstanding principal amount of any particular Indebtedness Credit Agreement prior to or on the Closing Date shall be counted only once and any obligation arising under any guaranteetreated as Incurred pursuant to Section 4.03(b)(i), Lien, letter of credit (ii) Indebtedness Incurred pursuant to the Other First-Lien Debt prior to or similar instrument supporting such Indebtedness on the Closing Date shall be disregarded; and treated as Incurred pursuant to Section 4.03(b)(ii), (biii) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionthis Section 4.03, the Company shallCompany, in its sole discretion, shall classify such item Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses and (iv) the aggregate amount of any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred Guaranteed pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).to

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur"), any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided. Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Coverage Ratio Exception”)next preceding sentence shall be included in calculating any limitation set forth in the definition of Permitted Indebtedness. The Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company will not, directly or indirectlymay, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless sole discretion, designate which provision such Indebtedness is also by its terms (or by the terms shall have been incurred under. For purposes of determining any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum particular amount of Indebtedness that under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. 66 -58- Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bis assumed by the acquiring Person) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of at the definition of “Permitted Indebtedness”) and may later reclassify such item into any one time the Person becomes a Restricted Subsidiary or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)asset acquisition, as the case may be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has occurred and is continuing at the time or Event of or would Default shall occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Section 4.9(a) will not prohibit the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms incurrence of any agreement governing such of the following items of Indebtedness (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (i) subordinated Indebtedness under the Notes issued on the Issue Date and the related Guarantees and the Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement and the related Guarantees; (ii) Indebtedness incurred pursuant to the (A) term loan facilities of the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $50.0 million, less the amount of any required prepayments thereunder with the Net Cash Proceeds of Asset Sales, and (B) the revolving portion of the Credit Agreement in an amount at any time outstanding not to exceed the greater of (x) $70.0 million and (y) the Borrowing Base; (iii) other Indebtedness of the Company unless such Indebtedness is also by and its terms (or Restricted Subsidiaries outstanding on the Issue Date reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; (iv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (v) Indebtedness under Currency Agreements; (vi) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture; provided that if as of any date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness in the amount of the Indebtedness no longer so held; (vii) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (A) any Indebtedness of the Company to any Wholly Owned Restricted Subsidiary of the Company that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and (B) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Section 4.08 Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall not be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (vii) by the Company in the amount of the Indebtedness no longer so held; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence; (ix) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bid or performance bonds, completion guarantees, performance guarantees, standby letters of credit, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $20.0 million at any one time outstanding; (xi) Refinancing Indebtedness of Indebtedness incurred under clauses (i) and (iii), this clause (xi) and Section 4.9(a); (xii) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be exceeded as a result incurred under this Indenture; (xiii) Indebtedness of fluctuations the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the exchange rates acquisition or disposition of currenciesassets; and (xiv) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or the accreted value, if applicable) not to exceed $20.0 million at any one time outstanding. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.9, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3i) through (19xiv) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio ExceptionSection 4.9(a), the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness shall be treated as incurred only once. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.08 (provided that all outstanding 4.9. Indebtedness under the Credit Agreement outstanding on the Issue Date shall will be deemed to have been incurred pursuant to clause (3) for purposes of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesthis Section 4.9 under Section 4.9(b)(ii).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise (collectively, "incur"), with respect to any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) or issue Disqualified Capital Stock and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth in this Section 4.11, the Company will and the Guarantors shall not, and will not neither the Company nor the Guarantors shall permit any of its Restricted their respective Subsidiaries to, directly or indirectly, incur issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness; provided, however, that if . Notwithstanding the foregoing if: (1) no Default has or Event of Default shall have occurred and is be continuing at the time of of, or would occur as after giving effect on a consequence of the pro forma basis to, such incurrence of any Indebtedness; and (2) on the date of such Indebtednessincurrence (the "Incurrence Date"), the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifCompany's Leverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the incurrence extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 would be less than 5.0 to 1.0 (the “Coverage Ratio Exception”"Debt Incurrence Ratio"), then the Company and its Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock). The Company will notIn addition, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness foregoing limitations of the Company unless such Indebtedness is also by its terms (or by the terms first paragraph of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 4.11 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08prohibit: (a) if no Event of Default shall have occurred and be continuing, the Company's incurrence or the incurrence by any Guarantor of Indebtedness in an aggregate amount incurred and outstanding principal amount at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregardedup to $10,000,000; and (b) in the event that an item incurrence by the Company or any Guarantor of Indebtedness meets pursuant to the criteria Credit Facility in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of more than up to $40,000,000, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (1)(b)(ii) of Section 4.14 or (2) assumed by a transferee in an Asset Sale so long as neither the Company nor such Guarantor continues to be an obligor under such Indebtedness. Indebtedness (including Disqualified Capital Stock) of any Person which is outstanding at the time such Person becomes one of the categories Company's Subsidiaries (including upon designation of Permitted Indebtedness described in clauses (3any subsidiary or other Person as a Subsidiary) through (19) or is merged with or into or consolidated with the Company or one of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date Company's Subsidiaries shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time such Person becomes or is designated one of reclassification it meets the criteria Company's Subsidiaries or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries as applicable. Notwithstanding any other provision of this Section 4.11, but only to avoid duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such category Indebtedness was incurred or categories)if later at the time the guarantor thereof became one of the Company's Subsidiaries will not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the Company may designate pursuant to which provision of this Section 4.11 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.11, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectly, in excluding Additional Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent Guarantee of such Subordinated Indebtedness; (iii) Indebtedness of the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries; provided, that in the same manner as event that at any time any such Indebtedness is subordinated ceases to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that be held by the Company or any a Restricted Subsidiary may incur pursuant to this Section 4.08 Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), ) except that the Company and its Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case Incur Indebtedness if, at the time of and immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the net proceeds therefrom, (a) the Company’s Consolidated Fixed Charge Coverage Ratio is greater than or equal to 2.0 to 1.0 and (b) the Company’s Consolidated Leverage Ratio is less than 3.50 to 1.0. (b) Notwithstanding Section 3.8(a), the Company and its Restricted Subsidiaries, as applicable, may, at any time, Incur the following Indebtedness (“Permitted Indebtedness”): (i) Indebtedness in respect of the Notes (excluding Additional Notes); (ii) subject to compliance with Section 3.16, Guarantees by any Restricted Subsidiary of Indebtedness of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectlyany other Restricted Subsidiary, in any event incur any Indebtedness that purports to be by its terms each case permitted under this Section 3.8; (or by the terms of any agreement governing such Indebtednessiii) subordinated to any other Indebtedness of the Company unless and its Restricted Subsidiaries outstanding on the Issue Date; (iv) Hedging Obligations entered into by the Company and its Restricted Subsidiaries in the ordinary course of business and for bona fide hedging purposes and not for speculative purposes; (v) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries (in each case, other than a Receivables Subsidiary); provided that: (1) such Indebtedness must be expressly subordinated to the prior payment in full of all obligations under the Notes and this Indenture; and (2) in the event that at any time any such Indebtedness ceases to be held by the Company or a Restricted Subsidiary, such Indebtedness shall be deemed to be Incurred by the Company or the relevant Restricted Subsidiary, as the case may be, and not permitted by this clause (v) at the time such event occurs; (vi) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is also by its terms extinguished within five Business Days of Incurrence; (or by the terms of any agreement governing such Indebtednessvii) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor willCompany or any of its Restricted Subsidiaries represented by letters of credit for the account of the Company or any Restricted Subsidiary, directly or indirectlyas the case may be, in any event incur any Indebtedness that purports order to be by its terms (provide security for workers’ compensation claims, payment obligations in connection with self-insurance or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and similar requirements in the same manner as such ordinary course of business; (viii) Indebtedness is subordinated to such consisting of performance and other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that similar bonds and reimbursement obligations Incurred by the Company or any Restricted Subsidiary may incur in the ordinary course of business securing the performance of contractual, franchise or license obligations of the Company or any Restricted Subsidiary (in each case, other than for an obligation for borrowed money); (ix) Indebtedness of the Company or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in part or in full or deposited to defease or discharge the Notes, in each case in accordance with this Indenture; (x) Refinancing Indebtedness in respect of: (1) Indebtedness (other than Indebtedness owed to the Company or any Subsidiary of the Company) Incurred pursuant to Section 3.8(a) (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such Section 3.8(a)); or (2) Indebtedness Incurred pursuant to Section 3.8(b)(i), Section 3.8(b)(iii) or Section 3.8(b)(xiii) or pursuant to this Section 4.08 3.8(b)(x) (in each case, excluding Indebtedness owed to the Company or a Subsidiary of the Company); (xi) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and the Restricted Subsidiary in connection with such disposition; (xii) Strategic Subordinated Indebtedness; (xiii) Indebtedness of Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness is not Incurred in contemplation of such acquisition or merger or to provide all or a portion of the funds or credit support required to consummate such acquisition or merger; and provided, further, that after giving effect to such acquisition and the Incurrence of such Indebtedness either: (1) the Company would be deemed able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to Section 3.8(a); or (2) the Company’s Consolidated Fixed Charge Coverage Ratio would be exceeded as a result higher than immediately prior to such acquisition and the Company’s Consolidated Leverage Ratio would be lower than immediately prior to such acquisition; (xiv) Capitalized Lease Obligations and Purchase Money Indebtedness of fluctuations the Company or any Restricted Subsidiary in an aggregate principal amount not to exceed U.S.$20.0 million (or the exchange rates equivalent in other currencies) at any one time outstanding; and (xv) in addition to Indebtedness referred to in Section 3.8(b)(i) through Section 3.8((b)(xiv), Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not to exceed U.S.$50.0 million (or the equivalent in other currencies. ) at any one time outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this Section 4.08covenant: (ai) the outstanding principal amount of any particular item of Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; andonce; (bii) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3Section 3.8(a) or Section 3.8(b)(i) through (19Section 3.8((b)(xiv) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio ExceptionSection 3.8(b)(xv), the Company shallmay, in its sole discretion, divide and classify (or at any time reclassify) such item of Indebtedness in any manner that complies with this Section 4.08 18; (iii) Indebtedness permitted by this Section 3.8 need not be permitted solely by reference to one provision permitting such Indebtedness, but may be permitted in part by such provision and in part by one or more other provisions of this Section 3.8 permitting such Indebtedness; (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with Mexican FRS; (v) Guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Indebtedness which is otherwise included in the determination of any particular amount of Indebtedness shall not be included; and (vi) the accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.8; provided that all any such outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to any provision of Section 3.8(b) shall be counted as Indebtedness outstanding thereunder for purposes of any future Incurrence under the Credit Agreement such provision. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Issue Date Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred or, in the case of revolving credit Indebtedness, first committed; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been incurred pursuant exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness Incurred to clause (3) refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)refinancing.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, to directly or indirectly, incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of at the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant Indebtedness, if on Dailxx Xxxernational Inc.: Indenture -32- Execution Copy 39 the date of the incurrence, the Company's Consolidated EBITDA Coverage Ratio would have been greater than 2.0 to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with any particular amount of Indebtedness incurred under this Section 4.08: 4.09, (i) guarantees by the Company or any of the Subsidiaries of Indebtedness of the Company or any of the Subsidiaries otherwise included in the determination of such amount shall not also be included, and (ii) any Indebtedness of the Company or any Subsidiary incurred for, or related to, a Person other than another Subsidiary or the Company, as applicable, shall be deemed to be in an amount equal to the greater of (a) the outstanding principal lesser of (1) the full amount of the Indebtedness of such other Person or (2) the fair market value of the assets and properties of the Company or such Subsidiary, as to which the holder or holders of such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any particular Indebtedness Subsidiary will be determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (which determination shall be counted only once evidenced by a Board Resolution of the applicable Person), and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one amount of the categories Indebtedness of Permitted such other Person as has been expressly contractually assumed or guaranteed by the Company or such Subsidiary. Notwithstanding anything to the contrary in this Section 4.09, no Subsidiary that is not already a Subsidiary Guarantor shall incur any Indebtedness described in clauses (3) through (19) with respect to any Indebtedness of the definition of “Permitted Indebtedness” Company or is entitled to be incurred pursuant to the Coverage Ratio Exceptionany other Subsidiary unless such Subsidiary, the Company shall, in its sole discretion, classify and the Trustee execute and deliver a supplemental indenture evidencing such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) Subsidiary Guarantor's Subsidiary Guarantee of the definition Securities, such Subsidiary Guarantee to be a senior unsecured obligation of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth below in this Section 5.11, the Company will not, and nor will not permit any of its Restricted Subsidiaries be permitted to, directly or indirectly, incur create, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to 57 "incur" or, as appropriate, an "incurrence"), any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness Disqualified Capital Stock (including Acquired Indebtedness). Notwithstanding the foregoing: (a) if (i) no Default or Event of Default shall have occurred and be continuing at the time of, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, or would occur after giving effect to on a pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence thereof(the "Incurrence Date"), the Consolidated Fixed Charge Coverage Ratio of the Company is for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 1 for incurrences on or prior to November 1, 1998 and at least 2.25 to 1 for incurrences thereafter (the “Coverage Ratio Exception”"Debt Incurrence Ratio"). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of then the Company unless may incur such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and Disqualified Capital Stock, provided, that except in the same manner as case of Acquired Indebtedness, such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur incurred pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: clause (a) has an Average Life to Stated Maturity that exceeds the outstanding remaining Average Life to Stated Maturity of the Securities and has a Stated Maturity for its final scheduled principal amount or (in the case of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteeDisqualified Capital Stock) redemption payment, Lienas applicable, letter later than the Stated Maturity for the final scheduled principal payment of credit or similar instrument supporting such Indebtedness shall be disregarded; andthe Securities; (b) in the event that an item of Company, Funding II and the Guarantors may incur Indebtedness meets evidenced by the criteria of more than one of Securities and represented by this Indenture and the categories of Permitted Company and Funding III and the Guarantors may incur Indebtedness described in clauses (3) through (19) of evidenced by the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio ExceptionTAC III Notes, the Company shall, guarantees in its sole discretion, classify favor of such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under TAC III Notes and represented by the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).TAC III Notes Indenture;

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Subsidiaries or any of them may incur Indebtedness if on the date of the incurrence, (i) both (A) the Company's Consolidated EBITDA Coverage Ratio would have been greater than 2.25 to 1.0 for the period from the Issue Date through May 31, 1998 and 2.5 to 1.0 from June 1, 1998, and thereafter, respectively, and (B) the Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of Indebtedness of the Company and the Subsidiaries, or (ii) the Adjusted Consolidated Net Tangible Assets are equal to or greater than 250% of Indebtedness of the Company and the Subsidiaries. For purposes of determining any particular amount of Indebtedness incurred under this Section 4.9, (i) guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) any Indebtedness incurred by the Company or any Subsidiary Guarantor may incur incurred for, or related to, a Person other than another Subsidiary or the Company, as applicable, shall be deemed to be in an amount equal to the greater of (i) the lesser of (A) the full amount of the Indebtedness of such other Person or (including Acquired IndebtednessB) the fair market value of the assets and properties of the Company or such Subsidiary, as to which the holder or holders of such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be as determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (which determination shall be evidenced by a Board Resolution of the applicable Person), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to (ii) the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)or such Subsidiary. The Company will not, directly or indirectlyand will not permit any Subsidiary Guarantor to, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Securities or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are the most favorable to such the holders of any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be. Notwithstanding any other provision anything to the contrary in this Section 4.084.9, the maximum amount no Subsidiary that is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of Indebtedness that the Company or any Restricted other Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting unless such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio ExceptionSubsidiary, the Company shall, in its sole discretion, classify and the Trustee execute and deliver a supplemental indenture evidencing such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) Subsidiary's Guarantee of the definition Securities, such Guarantee to be a senior unsecured obligation of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness: (a) the Company, the Company or any Guarantor, any Finance Subsidiary Guarantor that is a Domestic Restricted Subsidiary and any Accounts Receivable Entity that is a Domestic Restricted Subsidiary may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would be greater than 2.0 to 1.0 1.0; and (b) any Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the “date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, (i) the Consolidated Fixed Charge Coverage Ratio Exception”)of the Company would be greater than 2.0 to 1.0; and (ii) if the agreements governing such Indebtedness contain an encumbrance or restriction on the ability of the applicable Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) to pay dividends or make distributions on or in respect of its Capital Stock, the Combined Fixed Charge Coverage Ratio of the Restricted Subsidiaries that are not Guarantors would be greater than 2.25 to 1.0. The Notwithstanding the foregoing, the Company will notnot incur any Permitted Indebtedness if the proceeds thereof are used, directly or indirectly, in to refinance any event Subordinated Indebtedness unless such Permitted Indebtedness is Refinancing Indebtedness. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Credit Agreement pursuant to clause (2) of the definition of Permitted Indebtedness). Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company and the Guarantors will not incur or suffer to exist any Indebtedness that purports to be by its terms (or by the terms is subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or the Guarantors unless such Indebtedness is also by its terms (or by the terms at least equally subordinated in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once Securities and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Subsidiary Guarantee.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness of the Company. (b) Huntsman LLC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted IndebtednessIndebtedness of Huntsman LLC; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Huntsman LLC and/or its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, ) in each case if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Huntsman LLC is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). The Company c) HIH will not, directly or indirectlyand will not permit any of its Restricted Subsidiaries to, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other than Permitted Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent HI and in the same manner as such Indebtedness is subordinated to such other Permitted Indebtedness of the Company. No Subsidiary Guarantor willHIH; provided, directly however, that if no Default or indirectly, in any event incur any Indebtedness that purports to Event of Default shall have occurred and be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that continuing at the time of reclassification it meets or as a consequence of the criteria incurrence of any such Indebtedness, HI and its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) in each case if, on the date of the incurrence of such category or categories)Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of HI is greater than 2.0 to 1.0.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness not to exceed U.S.$1,500,000,000 in respect of the Notes, directly or indirectly, in excluding Additional Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the Company and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. The Company Guarantor will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Guarantor or any Restricted Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Guarantor is at least greater than (a) 2.0 to 1.0 if such incurrence occurs on or prior to May 15, 2000 or (b) 2.25 to 1.0 if such incurrence occurs after May 15, 2000. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exception”test of the preceding paragraph shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including without limitation, Indebtedness pursuant to clause (ii) of the definition of Permitted Indebtedness). The Company will not, directly or indirectly, in any event Guarantor shall not incur any Indebtedness that purports to be by its terms (or by the terms which is subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company Guarantor unless such Indebtedness is also by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to the Notes Guarantee at least to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness. Indebtedness of a Person existing at the Company. No time such Person becomes a Restricted Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be which is secured by its terms (or a Lien on an asset acquired by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Company or a Restricted Subsidiary Guarantor unless (whether or not such Indebtedness is also by its terms (or assumed by the terms of any agreement governing such Indebtednessacquiring Person) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of at the definition of “Permitted Indebtedness”) and may later reclassify such item into any one time the Person becomes a Restricted Subsidiary or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)asset acquisition, as the case may be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 1.75 to 1.0 on or before February 15, 2000, greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will notafter February 15, directly or indirectly2000 and greater than 2.25 to 1.0 after February 15, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies2002. For purposes of determining compliance with this Section 4.08: Section, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionpermitted by this Section, the Company shall, in its sole discretion, discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in any manner that complies with the test specified in the first paragraph of this Section 4.08 or in one of the clauses of the definition of the term "Permitted Indebtedness," (provided that all outstanding ii) the amount of Indebtedness under issued at a price which is less than the Credit Agreement on principal amount thereof shall be equal to the Issue Date amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred in connection with, or in contemplation of, any transaction described in the definition of the term "Acquired Indebtedness" shall be deemed to have been incurred pursuant to clause by the Company or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (3or is merged into the Company or such a Restricted Subsidiary) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria acquisition of assets, as the case may be, (iv) the maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this Section shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in such category the exchange rates of currencies, and (v) guarantees or categories)Liens supporting Indebtedness permitted to be incurred under this Section may be issued or granted if otherwise issued or granted in accordance with the terms of this Indenture.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any (i) Clause (4) of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Section 4.06(b) (in which the term "Permitted Indebtedness; provided, however, that if no Default has occurred and " is continuing at the time of or would occur as a consequence defined) of the incurrence of any such Indebtedness, Indenture is amended by making the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), changes in bold and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to underlined below: "the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur of intercompany Indebtedness between or among the Company and any Restricted Subsidiaries or between or among Restricted Subsidiaries; provided that (A) any such Indebtedness of the Company is unsecured and, other than any such Indebtedness in respect of any Company-TISP Intercompany Loan, subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and this Section 4.08 shall not Indenture, and (B) (i) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a (x) disposition, pledge or transfer to the Company or a Restricted Subsidiary, or (y) a disposition, pledge or transfer of any of TISP's right, title or interest in any Company-TISP Intercompany Loan in connection with the creation, enforcement or foreclosure by or on behalf of the holders of the TISP Notes of any Permitted Lien thereon that secures the obligations of TISP in respect of the TISP Notes) and (ii) any transaction pursuant to which any Restricted Subsidiary that has Indebtedness owing to the Company or another Restricted Subsidiary ceases to be a Restricted Subsidiary will, in each case, be deemed to be exceeded as a result an incurrence of fluctuations in the exchange rates of currencies. For purposes of determining compliance with such Indebtedness not permitted by this Section 4.08:clause (4);" (aii) Clause (14) of Section 4.06(b) (in which the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of term "Permitted Indebtedness described in clauses (3) through (19Indebtedness" is defined) of the definition of “Permitted Indebtedness” or Indenture is entitled to be incurred pursuant to amended by making the Coverage Ratio Exception, the Company shall, changes in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) bold and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).underlined below:

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 would have been greater than 2.25 to 1.0 (if such Indebtedness is incurred on or prior to April 2, 2006 and greater than 2.50 to 1.0 if such Indebtedness is incurred thereafter. Notwithstanding the “Coverage Ratio Exception”). The preceding paragraph, the Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness: (a) the Company, the Company or any Guarantor, any Finance Subsidiary Guarantor that is a Domestic Restricted Subsidiary and any Accounts Receivable Entity that is a Domestic Restricted Subsidiary may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would be greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded1.0; and (b) any Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, (i) the Consolidated Fixed Charge Coverage Ratio of the Company would be greater than 2.0 to 1.0; and (ii) if the agreements governing such Indebtedness contain an encumbrance or restriction on the ability of the applicable Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) to pay dividends or make distributions on or in respect of its Capital Stock, the event Combined Fixed Charge Coverage Ratio of the Restricted Subsidiaries that an item are not Guarantors would be greater than 2.25 to 1.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio ExceptionIndebtedness (including, the Company shallwithout limitation, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness In debtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (32) of the definition of “Permitted Indebtedness”) ). The Company and may later reclassify such item into the Guarantors will not incur or suffer to exist any one or more Indebtedness that is subordinated in right of payment to any other Indebtedness of the categories Company or the Guarantors unless such Indebtedness is at least equally subordinated in right of Permitted Indebtedness described in clauses (3) through (19) of payment to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Securities and any Subsidiary Guarantee.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth in this Section, the Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, incur issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness; provided, howeverunless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, that the ratio of the total Indebtedness of the Company and its Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Company and any Indebtedness owed to the Company by any Restricted Subsidiary) to the Company's Consolidated EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Company for which financial statements are available at the date of determination) is less than (i) 6.5 to 1 if the Indebtedness is incurred prior to December 15, 1999 and (ii) 6.0 to 1 if the Indebtedness is incurred on or after December 15, 1999, and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of the incurrences of such Indebtedness (the "Incurrence Date") or would occur as a consequence of the incurrence of any such Indebtedness. In determining the ratio of total Indebtedness to Consolidated EBITDA for purposes of the immediately preceding sentence, (a) if the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in each case ifconnection with the simultaneous acquisition of any Person, after business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio or assumption of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly such Acquired Indebtedness or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations (together with any other Acquired Indebtedness or other Indebtedness incurred or assumed by the Company or any Restricted Subsidiary in connection with acquisitions consummated by the Company or any Restricted Subsidiary during such four-quarter period) and the inclusion in the exchange rates Company's Consolidated EBITDA of currencies. For purposes the Consolidated EBITDA of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once acquired Person, business, property or assets and any obligation arising pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the Issue Date (together with the Consolidated EBITDA of, and pro forma expense and cost reductions relating to, any guaranteeother Person, Lienbusiness, letter property or assets acquired or disposed of by the Company or any Restricted Subsidiary during such four-quarter period) and (b) if since the end of such four-quarter period any Indebtedness of the Company or any Restricted Subsidiary has been repaid, repurchased, defeased or otherwise discharged (other than Indebtedness under a revolving credit or similar instrument supporting arrangement unless such revolving credit Indebtedness has been permanently repaid and has not been replaced), Indebtedness as of the end of such four-quarter period shall be calculated after giving effect on a pro forma basis as if such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one had been repaid, repurchased, defeased or otherwise discharged as of the categories beginning of Permitted such four-quarter period. Indebtedness described in clauses (3) through (19) of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary of the definition Company (including upon designation of “Permitted Indebtedness” any subsidiary or other Person as a Restricted Subsidiary) or is entitled to be incurred pursuant to the Coverage Ratio Exception, merged with or into or consolidated with the Company shall, in its sole discretion, classify such item or a Restricted Subsidiary of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date Company shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time such Person becomes such a Restricted Subsidiary of reclassification it meets the criteria in such category Company or categories)is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness. (1) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness, including Acquired Indebtedness, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (a) the Company, any Note Guarantor and any Restricted Subsidiary that is a Guarantor of the Notes in accordance with Section 3.2 may Incur Indebtedness, including Acquired Indebtedness and any such Note Guarantor or other than Permitted Indebtedness; providedGuarantor may Incur Preferred Stock, howeverand (b) any Restricted Subsidiary may Incur Acquired Indebtedness not Incurred in connection with, that if no Default has occurred and is continuing or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). The Company will not2) Notwithstanding clause (a) above, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness is also by its terms (or by the terms of any agreement governing such “Permitted Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:”): (a) Indebtedness in respect of the outstanding principal amount of any particular Indebtedness shall be counted only once Notes originally issued on the Issue Date and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; andguarantees thereof as provided in the Supplemental Indenture; (b) in Indebtedness Incurred by the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred Company and any Domestic Restricted Subsidiary pursuant to one or more Bank Credit Facilities in an aggregate principal amount at any time outstanding not to exceed $2.2 billion less the Coverage Ratio Exception, amounts of any permanent repayments or reductions of commitments in respect of such Indebtedness made with the Company shall, Net Cash Proceeds of an Asset Sale in its sole discretion, classify such item of Indebtedness in any manner order to comply with Section 3.4 and it being understood that complies with this Section 4.08 (provided that all amounts outstanding Indebtedness under the Bank Credit Agreement Facilities on the Issue Date shall be are deemed to have been incurred pursuant to be Incurred under this clause (3b); (c) (i) Indebtedness of Foreign Restricted Subsidiaries (other than the definition of “Permitted Indebtedness”Halla Subsidiaries) and may later reclassify such item into in an aggregate principal amount at any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).outstanding not to exceed $325 million;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness Indebtedness, including Acquired Indebtedness, or permit any Restricted Subsidiary to Incur Preferred Stock, other than Permitted Indebtedness; provided, howeverexcept that: (1) the Company and any Note Guarantor may Incur Indebtedness, that if no Default has occurred and is continuing including Acquired Indebtedness, and (2) any Restricted Subsidiary may Incur Acquired Indebtedness not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company and its consolidated Subsidiaries is greater than 2.25 to 1.0. (b) Notwithstanding Section 3.9(a), the Company and its Restricted Subsidiaries may Incur Permitted Indebtedness as provided in the definition thereof. (c) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at least 2.0 a price that is less than the principal amount thereof will be equal to 1.0 (the “Coverage Ratio Exception”)amount of the liability in respect thereof determined in accordance with GAAP. The Company will notAccrual of interest, directly or indirectlyaccretion of original issue discount, payment of regularly scheduled interest in any event incur any Indebtedness that purports to be by its terms (or by the terms form of any agreement governing such Indebtedness) subordinated to any other additional Indebtedness of the Company unless such Indebtedness is also by its terms (same instrument or by payment of regularly scheduled dividends on Disqualified Stock or Preferred Stock in the terms form of any agreement governing such Indebtedness) subordinated to the Notes to additional Disqualified Stock or Preferred Stock of the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall series will not be deemed to be exceeded as a result an Incurrence of fluctuations in the exchange rates Indebtedness or Preferred Stock for purposes of currenciesthis covenant. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteecovenant, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shallCompany, in its sole discretion, shall classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding and only be required to classify the amount and type of such Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories type of Permitted Indebtedness described in clauses (3) through (19) and may allocate portions of such Indebtedness to more than one type of Permitted Indebtedness to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)extent applicable.