Common use of Limitation on Indebtedness and Issuance of Preferred Stock Clause in Contracts

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) be permitted to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in excess of the greater of (x) $30,000,000 (or the U.S. Dollar equivalent thereof) and (y) the sum of 15% of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are available.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company shall notNeither the Parent nor the Issuer shall, and the Issuer shall not permit any Subsidiary to, Incur, directly or indirectly, any Indebtedness or issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) 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, however, that such Indebtedness is extinguished within ten Business Days of its Restricted Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") incur any Indebtedness which by its terms (including Acquired Debt)or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the Company shall not issue same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any Disqualified Stock and shall not permit other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of its Restricted Subsidiaries to issue any shares Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of preferred stocksuch Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that the Company may incur if any such Indebtedness (including Acquired Debt) or issue Disqualified Stockdenominated 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 Restricted Subsidiaries amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, same currency as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) Indebtedness being Refinanced will be permitted to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in excess of the greater of (x) $30,000,000 (or the U.S. Dollar equivalent thereofEquivalent 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 will be determined in accordance with the preceding sentence, and (y2) the sum of 15% principal amount of the book value Refinancing Indebtedness exceeds the principal amount of the accounts receivable and inventory of all of Indebtedness being Refinanced, in which case the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets U.S. Dollar Equivalent of such non-Guarantor Restricted Subsidiaries are availableexcess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), ) and the Company shall not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that the Company or any of the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries any of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, Preferred Stock if the Leverage Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Preferred Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Periodbeen at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred incurred, or Disqualified Preferred Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding Paragraph (a) of this Section 4.03 will not prohibit the incurrence of any or the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by the Company or any Restricted Subsidiary of Indebtedness and reimbursement obligations in respect of letters of credit pursuant to the Senior Credit Facilities; provided, however, that the aggregate amount of all Indebtedness then classified as having been incurred in reliance upon this clause (1) that remains outstanding under the Senior Credit Facilities after giving effect to such incurrence does not exceed $335 million, less, to the extent a permanent repayment and/or commitment reduction is required thereunder as a result of such application, the aggregate amount of Net Proceeds applied to repayments under the Senior Credit Facilities in accordance with Section 4.06 of this Indenture; (2) the incurrence by the Company or any Restricted Subsidiary of Existing Indebtedness; (3) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes originally issued on the Issue Date and the related Subsidiary Guaranties, and the Exchange Notes and related Subsidiary Guaranties to be issued pursuant to the Registration Rights Agreement in respect thereof; (4) the incurrence by the Company or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used or useful in the business of the Company or such Restricted Subsidiary (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), and Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount or accreted value, as applicable, not to exceed at any time outstanding the greater of $15.0 million and 2.0% of Total Assets at the time of any incurrence under this clause (4); (5) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock in connection with the acquisition of assets or a new Restricted Subsidiary and Permitted Refinancing Indebtedness in respect thereof; provided, however, that such Indebtedness or Preferred Stock (other than such Permitted Refinancing Indebtedness) was incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by the Company or one of its Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by the Company or a Subsidiary of the Company; provided further, however, that the principal amount (or accreted value, as applicable) of such Indebtedness or Preferred Stock, together with any other outstanding Indebtedness and Preferred Stock incurred pursuant to this clause (5), does not exceed $25.0 million; (6) Indebtedness arising from agreements of the Company or any 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, asset 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, however, that (a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote or footnotes 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 (a)) and (b) the maximum assumable liability in respect of such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any such subsequent changes in value) actually received by the Company or such Restricted Subsidiary in connection with such disposition; (7) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease or discharge Indebtedness incurred pursuant to paragraph (a) of this Section 4.03, clause (2) or (3) above, this clause (7) or clause (13) or (16) below; (8) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between the Company and any Restricted Subsidiary; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guaranty of such Subsidiary Guarantor, in the case of a Subsidiary Guarantor; and (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary or (ii) 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, not permitted by this clause (8); (9) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations incurred in the ordinary course of business with a bona fide intention to limited interest rate risk or exchange rate risk; (10) the guarantee by the Company or a Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.094.03; (11) the issuance by a Restricted Subsidiary to the Company or any Restricted Subsidiary of Preferred Stock; provided, however, that (a) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary and (b) any sale or other transfer of any such Preferred Stock to a Person that is neither the Company nor a Restricted Subsidiary shall be deemed, in no event shall each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that is not permitted by this clause (11); (12) the nonincurrence by the Company or any Restricted Subsidiary in respect of workers' compensation claims, self-insurance obligations, indemnities, bankers' acceptances, performance, completion and surety bonds or guarantees, and similar types of obligations in the ordinary course of business; (13) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness or Preferred Stock in connection with the acquisition of assets or a Person; provided, however, that, after giving effect to such acquisition, the Company could incur an additional dollar of Indebtedness pursuant to paragraph (a) of this Section 4.03 or the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition; (14) the incurrence by the Company or any Restricted Subsidiaries Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; (15) the incurrence by a Restricted Subsidiary that is a bona fide joint venture between the Company and a third party, where the third party is not a Subsidiary of the Company and owns at least 20% of the economic interest of the Restricted Subsidiary, of Indebtedness or Preferred Stock; provided, however, that the principal amount (or accreted value, as applicable) of such Indebtedness or Preferred Stock, together with any other outstanding Indebtedness and Preferred Stock incurred pursuant to this clause (15), does not exceed $30.0 million; (16) the incurrence of Indebtedness of the Company and Indebtedness or Preferred Stock of any Subsidiary Guarantor equal to 100% of the net cash proceeds received by the Company after the Issue Date from the sale of Qualified Equity Interests of the Company or, to the extent contributed to the common equity capital of the Company, Equity Interests of any of the Company's direct or indirect parent entities (in each case, other than Seminis Korea proceeds of sales of Equity Interests to any Subsidiary of the Company) to the extent such net cash proceeds have not otherwise been and are not thereafter applied to permit the payment of any Restricted Payment; and (17) the incurrence by the Company or any Subsidiary Guarantor of its Restricted Subsidiaries) be permitted to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) additional Indebtedness, in an aggregate principal amount (or accreted value, as applicable) at any time outstanding outstanding, not to exceed $25.0 million. For purposes of determining compliance with this Section 4.03, in excess the event that an item of proposed Indebtedness meets the criteria of more than one of the greater categories of Permitted Debt described in clauses (x1) $30,000,000 through (17) above or is entitled to be incurred pursuant to paragraph (a) of this Section 4.03, the Company will be permitted to classify such item of Indebtedness in any manner that complies with this Section 4.03 (except that Indebtedness incurred under the Senior Credit Facilities on the Issue Date shall be deemed to have been incurred pursuant to clause (1) above). In addition, the Company may, at any time, change the classification of an item of Indebtedness or any portion thereof (except for Indebtedness incurred under clause (1) above) to any other clause or to the first paragraph hereof; provided, however, that the Company would be permitted to incur such item of Indebtedness (or the U.S. Dollar equivalent portion thereof) pursuant to such other clause or the first paragraph hereof, as the case may be, at such time of reclassification. The accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and (y) the sum payment of 15% dividends on Disqualified Stock in the form of additional shares of the book value same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.03. Notwithstanding any other provision of this Section 4.03, the accounts receivable and inventory maximum amount of all of Indebtedness that the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Company or any Restricted Subsidiary may incur pursuant to this Section 4.03 shall not be deemed to be exceeded solely as a result of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are availablefluctuations in exchange rates or currency values.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") incur any Indebtedness (including Acquired Debt), other than the Notes and the Company shall not issue any Disqualified Stock Note Guarantees existing on the Issue Date, the Exchange Notes and the related Guarantees thereof and Indebtedness existing on the Issue Date) and the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that the Company Issuer may incur Indebtedness (including including, without limitation, Acquired DebtIndebtedness) or issue Disqualified Stock, and the any Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) Subsidiary may incur Indebtedness (including including, without limitation, Acquired DebtIndebtedness) or issue preferred stockPreferred Stock if, if after giving effect to the Leverage Ratio for incurrence of such Indebtedness or issuance of Preferred Stock and the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on receipt and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom, the Consolidated Interest Coverage Ratio would be greater than 2.0:1 (the “Coverage Ratio Exception”). Notwithstanding the above, the Issuer and any Restricted Subsidiary (except as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. (bspecified below) Notwithstanding any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) be permitted to incur or issue each and all of the following (the “Permitted Indebtedness”): (1) Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) of the Issuer and any Restricted Subsidiary under the Credit Facility in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in excess of not to exceed the greater of (x) $30,000,000 (or the U.S. Dollar equivalent thereof) 35.0 million and (y) the sum of 15(i) 60% of the net book value of the trade accounts receivable and inventory of all of the non-Guarantor Issuer and its Restricted Subsidiaries on a consolidated basis at such time and (ii) $20.0 million; (2) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Seminis Korea Indebtedness referred to in clause (1) above, and after giving effect to the intended use of proceeds of the Notes); (3) Indebtedness under Hedging Obligations for bona fide hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose of its Restricted Subsidiaries) as set forth speculation; provided that the notional principal amount of such Hedging Obligations at the end time incurred does not exceed the principal amount of the most recently completed fiscal period for Indebtedness to which internal balance sheets such Hedging Obligations relate (other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder); (4) (x) Indebtedness of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Issuer or any other Restricted Subsidiary; provided, however, that (a) upon any such non-Guarantor Restricted Subsidiaries are available.Subsidiary ceasing to be

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liableto Incur, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), ; and the Company shall will not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that that, on or after the Conversion Date, the Company may incur Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, Stock and any of the Company's Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Acquired Debt or Non-Public Indebtedness if (including Acquired Debti) or issue preferred stock, if the Leverage Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued Incurred would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Periodbeen at least 2.0 to l.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred Incurred or the Preferred Stock or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter periodperiod and (ii) no Default or Event of Default will have occurred or be continuing or would occur as a consequence thereof. (b) Notwithstanding Section 6.1(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness (collectively, "Permitted Debt"): (1) the Incurrence by the Company or a Restricted Subsidiary of Indebtedness under the Senior Facilities Agreement in an aggregate principal amount at anyone time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face amount) not to exceed €2.525 billion less the outstanding amount of Specified Existing Indebtedness (to the extent and for so long as such Specified Existing Indebtedness remains outstanding) and less the aggregate amount of all Net Proceeds of Asset Dispositions that have been applied by the Company or any of its Restricted Subsidiaries since the date hereof to permanently repay Indebtedness under the Senior Facilities Agreement pursuant to Section 6.4 hereof; provided that the amount of Indebtedness permitted to be Incurred pursuant to the Senior Facilities Agreement in accordance with this clause (1) shall be in addition to any Indebtedness permitted to be Incurred pursuant to Credit Facilities, in reliance on, and in accordance with, clauses (4) and (20) below or in Section 6.1(a); (2) the Incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (3) the Incurrence of Indebtedness represented by the Take-Out Securities, the guarantee thereof by the Subsidiary Guarantor and the Subsidiary Guarantee; (4) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount (which amount may, but need not be, incurred in whole or in part under Credit Facilities), including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, amend, restate, modify or renew, in whole or in part, any Indebtedness Incurred pursuant to this clause (4), not to exceed the greater of (A) (i) prior to the Conversion Date, 1.00% of Total Assets as of the date of incurrence and (ii) on and after the Conversion Date, 3.50% of Total Assets as of the date of incurrence and (B) €50,000,000 at any time outstanding; (5) the Incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, amend, restate, modify or renew, in whole or in part, Indebtedness (other provision than intercompany Indebtedness) that was permitted to be Incurred under Section 6.1(a) or clauses (2) (other than Specified Existing Indebtedness) or (20) of this Section 4.096.1(b); (6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and/or any of its Restricted Subsidiaries; provided, however, that each of the following shall be deemed, in no 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 (6): (a) any subsequent issuance or transfer of Equity Interests or any other event shall that results in any such Indebtedness being held by a Person other than the non-Guarantor Company or a Restricted Subsidiary thereof; and (b) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof; and provided further that 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 Loans; (7) the Incurrence by the Company or any of its Restricted Subsidiaries (other than Seminis Korea or the Subsidiary Guarantor of Hedging Obligations that are Incurred for the purpose of fixing or hedging interest rate risk with respect to any floating or fixed rate Indebtedness or providing protection against fluctuations in currency values or in the price of energy, commodities and raw materials in connection with the Company's or any of its Restricted Subsidiaries) be ' operations so long as management of the Company or such Restricted Subsidiary, as the case may be, has determined that the entering into of such Hedging Obligations are bona fide hedging activities; (8) the guarantee by the Company or a Restricted Subsidiary of the Company or the Subsidiary Guarantor of Indebtedness of a Restricted Subsidiary of the Company that was permitted to incur be Incurred by another provision of this covenant; (9) the Incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt, provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an Incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (9); (10) 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 (including interest on the PIK Loans), and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided, in each such case (other than in the case of interest on the PIK Loans), that the amount thereof is included in Fixed Charges of the Company as accrued; (11) the Incurrence of Indebtedness permitted 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 a Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to 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 (a)) and (b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (12) the Incurrence of obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (13) the Incurrence of Indebtedness consisting of guarantees of loans or other extensions of credit made to or on behalf of officers, directors, employees or consultants of the Company or a Restricted Subsidiary (other than officers, directors, employees or consultants of Madison Dearborn Partners, L.L.C., and its Affiliates (other than officers, directors or employees of the Company)) for the purpose of permitting such persons to purchase Equity Interests of Holdings, in an amount not to exceed €20,000,000 at any one time outstanding; (14) the Incurrence of Indebtedness under the Tender Offer Loan Notes; (15) the incurrence of Indebtedness by a Receivables Subsidiary in a Qualified Receivables Transaction that is not recourse to the Company or any of its Subsidiaries (except for Standard Securitization Undertakings); provided that the aggregate principal amount of Indebtedness outstanding under this clause (15) and clause (1) above does not exceed €2.525 billion less Specified Existing Indebtedness (to the extent and for so long as such Specified Existing Indebtedness remains outstanding) and less the aggregate amount of all Net Proceeds of Asset Dispositions that have been applied by the Company or any of its Restricted Subsidiaries since the date hereof to permanently repay Indebtedness under a Credit Facility pursuant to Section 4.09(c)(56.4; (16) the incurrence of Indebtedness by any one or more Restricted Subsidiaries of the Company of Other Foreign Subsidiary Indebtedness not to exceed €50.0 million in the aggregate at any one time outstanding; (17) the incurrence of Indebtedness in the ordinary course of business by any bank or financial institution permitted under the Senior Facilities Agreement (each, an "Approved Bank") to facilitate the operation of bank accounts of the Company and its Restricted Subsidiaries maintained with such Approved Bank on a net balance basis where such balances arise in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries as a group and not for the purpose of obtaining net external financing; (18) after the Conversion Date, Indebtedness of the Company or Non-Public Indebtedness of a Restricted Subsidiary Incurred in connection with the acquisition of all of the Capital Stock or all or substantially all of the assets of a Permitted Business up to an amount equal to 100% of the net cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary) of its Capital Stock (other than Disqualified Stock) or otherwise contributed to the capital of the Company (other than Capital Stock owned by any Person (including a holding company) to the extent the purchase of such Capital Stock is financed directly or indirectly (including, in the case of a holding company, by financing the purchase price of such holding company's Capital Stock) with the proceeds of loans or advances from the Company or a Restricted Subsidiary until such loans or advances are repaid in cash), in each case, subsequent to the date hereof; provided, however, that any such net cash proceeds that are so received or contributed (i) shall be excluded for purposes of making Restricted Payments under Section 6.2(c)(2) and (ii) shall not constitute an Excluded Contribution; (19) Specified Acquisition Debt; provided, that, other than the relevant Specified Acquisition Entity, no member of the Group may grant any Lien over any of its assets to secure any Specified Acquisition Debt; and (20) the Incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) (which amount may, but need not be, incurred in whole or in part under the Credit Facilities) at any time outstanding outstanding, including all Permitted Refinancing Indebtedness incurred under clause (5), above, to refund, refinance, replace, amend, restate, modify or renew, in excess whole or in part, any Indebtedness incurred pursuant to this clause (20), not to exceed €75,000,000 prior to the Conversion Date and not to exceed €150,000,000 on or after the Conversion Date. (c) Notwithstanding the foregoing, neither the Company nor any Restricted Subsidiary will Incur any Indebtedness under Section 6.1(b) if the proceeds thereof are used, directly or indirectly, to refinance (i) in the case of Cash Pay Loans and PIK Loans, any Subordinated Obligations unless such Indebtedness will be subordinated to such Loans to at least the same extent as such Subordinated Obligations and (ii) in the case of Cash Pay Loans, any Senior Subordinated Indebtedness unless such Indebtedness will be subordinated to such Loans to at least the same extent as such Senior Subordinated Indebtedness. No Restricted Subsidiary of the greater of (x) $30,000,000 (or Company may Incur any Indebtedness if the U.S. Dollar equivalent thereof) and (y) the sum of 15% proceeds are used to refinance Indebtedness of the book value Company. The Subsidiary Guarantor will not Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any subordinated obligations of the accounts receivable and inventory of all Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of the Subsidiary Guarantor under the Subsidiary Guarantee to at least the same extent as such subordinated obligations. The Subsidiary Guarantor will not Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any senior subordinated Indebtedness of the Subsidiary Guarantor unless such refinancing Indebtedness is either senior subordinated Indebtedness of the Subsidiary Guarantor or subordinated Indebtedness of the Subsidiary Guarantor. The Subsidiary Guarantor will not Incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of the Subsidiary Guarantor and senior in any respect in right of payment to the Subsidiary Guarantee. (d) For purposes of determining compliance with this Section 6.1, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) of Section 6.1(b), the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence. Indebtedness under Credit Facilities shall be Incurred only in reliance on the exception provided by clause (1) of the definition of Permitted Debt. 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. (e) For purposes of determining compliance with any euro-denominated restriction on the Incurrence of Indebtedness, the euro-equivalent principal amount of Indebtedness denominated in a non-Guarantor Restricted Subsidiaries (euro 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 Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other than Seminis Korea or any of its Restricted Subsidiaries) as set forth Indebtedness denominated in a non-euro currency, and such refinancing would cause the applicable euro-denominated restriction to be exceeded if calculated at the end of relevant currency exchange rate in effect on the most recently completed fiscal period for which internal balance sheets date of such nonrefinancing, such euro-Guarantor Restricted Subsidiaries are availabledenominated restriction shall be deemed not to have been 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 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 Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") Incur any Indebtedness (including Acquired Debt)other than the Securities, the Note Guarantees, the Exchange Notes and the Company shall not issue any Disqualified Stock related Note Guarantees and other Indebtedness existing on the Issue Date) and the Parent shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company Parent may incur Incur Indebtedness (including including, without limitation, Acquired DebtIndebtedness) and any Restricted Subsidiary may Incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Stockpreferred stock if, after giving effect to the Incurrence of such Indebtedness or issuance of preferred stock and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio would be greater than 2.0:1.0. Notwithstanding the foregoing, the Parent and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (1) the incurrence by the Parent and any Restricted Subsidiary of additional Indebtedness and letters of credit under the Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent and such Restricted Subsidiary thereunder) (together with refinancings thereof) not to exceed the greater of (x) $220.0 million less any amount of such Indebtedness permanently repaid as provided under Section 4.18 herein and (y) the Borrowing Base; (2) Indebtedness owed (A) to the Parent, either Issuer or any Subsidiary Guarantor or (B) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Parent or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2) and (y) if the Parent, either Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Securities, in the case of the Issuer, or the Note Guarantee, in the case of the Parent or a Subsidiary Guarantor; (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clauses (1), (2), (5), (6), (7), (8), (10), (11), (12) and (13) and any refinancings thereof) in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities or a Note Guarantee shall only be permitted under this clause (3) if (x) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Note Guarantee, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Restricted Subsidiaries Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Company Indebtedness to be refinanced or refunded and (other than Seminis Korea c) such new Indebtedness is Incurred by the Parent, either Issuer or a Subsidiary Guarantor or by the Restricted Subsidiary that is the obligor on the Indebtedness to be refinanced or refunded; (4) Indebtedness of the Parent or either Issuer, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Securities as described under Sections 8.1 or 8.2 and 8.3; (5) Guarantees of the Securities and Guarantees of Indebtedness of the Parent or any of its Restricted SubsidiariesSubsidiaries by any other Restricted Subsidiary of the Parent; provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.15 herein; (6) 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 normal course of business; provided, however, that such Indebtedness is extinguished within two business days of incurrence; (7) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds and payment obligations in connection with self-insurance or similar obligations (and letters of credit in respect thereof); (8) Indebtedness Incurred to finance the cost (including the cost of improvement or construction) to acquire real or personal property (including acquisitions by way of Capitalized Lease Obligations and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary, to the extent of the fair market value of the real or personal property so acquired, plus goodwill associated therewith) by the Parent or a Restricted Subsidiary after the Issue Date; provided, however, that the aggregate principal amount of such Indebtedness outstanding at any time (together with any refinancing thereof) may incur not exceed $15.0 million; (9) the incurrence by the Parent or any of its Restricted Subsidiaries of Acquired Indebtedness; provided that the Fixed Charge Coverage Ratio immediately after giving pro forma effect to such incurrence would be greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence; (10) obligations under Commodity Agreements, Currency Agreements and Interest Rate Agreements designed primarily to protect the Parent or its Restricted Subsidiaries against fluctuations in commodity prices, foreign currency exchange rates or interest rates and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in commodity prices, foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (including 11) Indebtedness of any Foreign Subsidiary in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $5.0 million; (12) Acquired DebtIndebtedness in connection with the consummation of the Acquisition on substantially the same terms as described in the Offering Memorandum; (13) or issue preferred stock, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available obligations relating to Banking Services; and (the "Reference Period"14) immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference PeriodParent, determined on a pro forma basis either Issuer or any Subsidiary Guarantor (including a pro forma application of the net proceeds therefrom)in addition to Indebtedness permitted under clauses (1) through (13) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $25.0 million, as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning less any amount of such four-quarter periodIndebtedness permanently repaid as provided under Section 4.18 herein. (b) Notwithstanding any other provision of Section 4.4, the maximum amount of Indebtedness that may be outstanding pursuant to this Section 4.094.4 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.4, (x) Indebtedness Incurred under the Credit Agreement on the Acquisition Date shall be treated as Incurred pursuant to subclause (1) of the second paragraph of clause (a) of this Section 4.4, (y) 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 and (z) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.16 shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.4, in no the event shall that an item of Indebtedness meets the non-Guarantor Restricted Subsidiaries (other criteria of more than Seminis Korea or any one of its Restricted Subsidiaries) be permitted to incur the types of Indebtedness described above (other than Indebtedness permitted pursuant referred to Section 4.09(c)(5)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in excess of the greater of clause (x) $30,000,000 of the preceding sentence), including under the first paragraph of clause (a), the Parent, in its sole discretion, may classify, and from time to time may reclassify, such item of Indebtedness. (d) The Obligors shall not Incur any Indebtedness if such Indebtedness is subordinate in right of payment to any other Indebtedness unless such Indebtedness is also subordinate in right of payment to the Securities (in the case of the Issuers) or the U.S. Dollar equivalent thereof) and Note Guarantees (y) in the sum of 15% case of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Parent or any of its Restricted Subsidiaries) as set forth at Subsidiary Guarantor), in each case, to the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are availablesame extent.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incurINCUR") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; providedPROVIDED, howeverHOWEVER, that on or after the Initial Maturity Date the Company may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, and the any Restricted Subsidiaries of the Company (other than Seminis Korea Subsidiary that is a Guarantor or any of its Restricted Subsidiaries) a Foreign Subsidiary may incur Indebtedness (including Acquired Debt) or and issue shares of preferred stock, stock if the Leverage Company's Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock Preferred Stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Periodbeen at least 2.25 to 1, determined on a pro forma PRO FORMA basis (including a pro forma PRO FORMA application of the net proceeds therefrom), as if the additional Indebtedness had been incurred incurred, or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding The provisions of the foregoing paragraph (a) shall not apply to the incurrence of any other provision of this Section 4.09the following items of Indebtedness (collectively, in "PERMITTED DEBT") so long as no event shall Default has occurred and is continuing or would be caused thereby: (i) the non-Guarantor Restricted Subsidiaries (other than Seminis Korea incurrence by the Company or any of its Restricted Subsidiaries) be permitted to incur Subsidiaries of additional Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) in an under one or more Credit Facilities, letters of credit and related Guarantees under the Credit Facilities; PROVIDED that the aggregate principal amount of all Indebtedness and letters of credit of the Company and its Restricted Subsidiaries (or accreted value, as applicablewith letters of credit being deemed to have a principal amount equal to the maximum potential liability (excluding interest and fees) at any time outstanding in excess of the Company and its Restricted Subsidiaries thereunder) incurred pursuant to this clause (i) does not exceed the greater of (x) $30,000,000 (or the U.S. Dollar equivalent thereof) 225.0 million and (y) the sum Borrowing Base, less the aggregate amount of 15% Asset Sale proceeds applied by the Company and its Restricted Subsidiaries to permanently reduce the availability of any such Indebtedness under the New Credit Facility pursuant to the provisions of Section 6.5; (ii) the incurrence by the Company and its Restricted Subsidiaries of the book value Existing Indebtedness; (iii) the incurrence by the Company of Indebtedness under the Loans, Notes and Exchange Notes and the incurrence by the Guarantors of the accounts receivable Subsidiary Guarantees and inventory of all Guarantees of the non-Guarantor Restricted Subsidiaries Exchange Notes; (other than Seminis Korea iv) the incurrence by the Company, or any of its Restricted Subsidiaries) as set forth at , of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the end purpose of financing all or any part of the most recently completed fiscal period for purchase price, lease expense, cost of construction, repair or improvement of or addition to property, plant or equipment used in the business of the Company or such Restricted Subsidiary, the Capital Stock of a Restricted Subsidiary that owns such property, plant or equipment, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace Indebtedness incurred pursuant to this clause (iv), not to exceed $10.0 million at any time outstanding prior to the Initial Maturity Date or $25.0 million at any time outstanding thereafter; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which internal balance sheets are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clauses (ii), (iii), (iv), (v) or, after the Initial Maturity Date, (xix) of this paragraph; (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that (1) 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 Loans, (2) if a Restricted Subsidiary of the Company that is a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such non-Guarantor Restricted Subsidiary's Subsidiary Guarantee and (3)(A) any subsequent event or issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company 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 (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are available.incurred in the normal course of business for the purpose of fixing or hedging currency, commodity or interest rate risk (including with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding in connection with the conduct of their respective businesses and not for speculative purposes); (viii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section and is otherwise in accordance with this Agreement;

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liable, contingently or otherwiseotherwise (in each case, with respect to (collectively“incur”), "incur") for the payment of any Indebtedness (including any Acquired Debt), Indebtedness) and the Company shall not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries Subsidiary (other than a Subsidiary Guarantor) to issue any shares of preferred stockPreferred Stock; provided, however, that the Company may and any Restricted Subsidiary will be permitted to incur Indebtedness (including Acquired DebtIndebtedness) or and any Restricted Subsidiary that is not a Subsidiary Guarantor will be permitted to issue Disqualified shares of Preferred Stock, and in each case, if the Restricted Subsidiaries Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is at least 2.00:1.00. (b) Paragraph (a) of this Section 4.08 will not prohibit the incurrence of any of the following items of Indebtedness: (i) Indebtedness incurred by the Company and Restricted Subsidiaries pursuant to Credit Facilities; provided, however, that, immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed $825,000,000; (ii) Indebtedness of the Company and the Subsidiary Guarantors related to the Notes issued on the Issue Date and the Guarantees of the Notes; (iii) the incurrence by the Company or any Restricted Subsidiary of the Existing Indebtedness; (iv) Indebtedness incurred by the Company or any Restricted Subsidiary, and Preferred Stock issued by any Restricted Subsidiary, for equipment purchase or lines of credit, or for Capitalized Lease Obligations or Purchase Money Obligations; provided, that, immediately after giving effect to any such incurrence, the aggregate principal amount of Indebtedness incurred and Preferred Stock issued under this clause (iv) and then outstanding does not exceed the greater of $75,000,000 and 17% of Pro Forma Adjusted EBITDA; (v) Indebtedness of the Company or any Restricted Subsidiary incurred in respect of (A) performance bonds, completion guarantees, surety bonds, bankers’ acceptances, letters of credit or other than Seminis Korea similar bonds, instruments or obligations in the ordinary course of business, including Indebtedness evidenced by letters of credit issued in the ordinary course of business to support the insurance or self-insurance obligations of the Company or any of its Restricted Subsidiaries) may incur Indebtedness Subsidiaries (including Acquired Debtto secure workers’ compensation and other similar insurance coverages), but excluding letters of credit issued in respect of or to secure money borrowed, (B) obligations under Hedging Obligations entered into for bona fide hedging purposes of the Company and not for speculative purposes, (C) financing of insurance premiums in the ordinary course of business or (D) cash management obligations and netting, overdraft protection and other similar facilities or arrangements, in each case arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains such facility or arrangement; (vi) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Company or any Restricted Subsidiary; (vii) Indebtedness of the Company or a Restricted Subsidiary owed to and held by the Company or another Restricted Subsidiary; provided, however, that: (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Company, or the Guarantee of the Notes, in the case of a Subsidiary Guarantor; and (B) any transfer of such Indebtedness by the Company or a Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) or issue preferred stockthe sale, if transfer or other disposition by the Leverage Ratio for Company or any Restricted Subsidiary of Capital Stock of a Restricted Subsidiary (other than to the Company's most recently ended four full fiscal quarters for which internal financial statements are available (Company or a Restricted Subsidiary) that results in such Indebtedness being held by a Person other than the "Reference Period") immediately preceding Company or a Restricted Subsidiary shall, in each case, be deemed to constitute an incurrence of such Indebtedness by the date on which such additional Indebtedness is incurred Company or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issuedRestricted Subsidiary, as the case may be, at the beginning of such four-quarter period.that was not permitted by this clause (vii); (bviii) Notwithstanding Indebtedness arising from (A) 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, however, that such Indebtedness is extinguished within five Business Days of incurrence and (B) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased or rented in the ordinary course of business; (ix) Indebtedness of: (A) the Company, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any other provision Indebtedness of this Section 4.09, in no event shall the non-Guarantor Company or any of its Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiariesintercompany Indebtedness) be that was permitted to incur be incurred by this Indenture pursuant to paragraph (a) of this Section 4.08 or pursuant to this clause (ix) or clauses (ii), (iii) or (xv) of this paragraph (b); and (B) any Restricted Subsidiary, as well as Preferred Stock of any Restricted Subsidiary, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any Indebtedness incurred or Preferred Stock issued by such Restricted Subsidiary (other than Indebtedness intercompany Indebtedness) that was permitted to be incurred by this Indenture pursuant to paragraph (a) of this Section 4.09(c)(54.08 or pursuant to this clause (ix) or clauses (ii), (iii) or (xv) of this paragraph (b); provided, however, that: (1) the principal amount of Indebtedness incurred or Preferred Stock issued pursuant to this clause (ix) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the principal amount of Indebtedness or Preferred Stock so refinanced, plus the amount of any accrued and unpaid interest and any premium required to be paid in connection with such refinancing pursuant to the terms of such Indebtedness or Preferred Stock or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated purchase, plus the amount of expenses in connection therewith; and (2) in an aggregate principal amount the case of Indebtedness incurred by the Company pursuant to this clause (or accreted valueix) to refinance Subordinated Indebtedness, as applicable) at any time outstanding in excess of the greater of such Indebtedness; (x) $30,000,000 (or has no scheduled principal payment prior to the U.S. Dollar equivalent thereof) and 91st day after the Maturity Date; and (y) has an Average Life to Stated Maturity greater than the sum of 15% remaining Average Life to Stated Maturity of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are available.Notes;

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") Incur any Indebtedness (including Acquired Debt)other than the Securities, the Note Guarantees and other Indebtedness existing on the Issue Date) and the Company shall not issue any Disqualified Stock and Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company Issuer may incur Incur Indebtedness (including including, without limitation, Acquired DebtIndebtedness) and any Restricted Subsidiary may Incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Stockpreferred stock if, after giving effect to the Incurrence of such Indebtedness or issuance of preferred stock and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio of the Issuer would be greater than 2.0:1.0. Notwithstanding the foregoing, the Issuer and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (1) the incurrence by the Issuer and any Restricted Subsidiary of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed a maximum of the greater of (a) $60.0 million less any amount of such Indebtedness permanently repaid as provided under Section 4.18 and (b) the Borrowing Base; (2) Indebtedness owed (A) to the Issuer or any Subsidiary Guarantor evidenced by an unsubordinated promissory note or (B) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2) and (y) if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Securities, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clause (2) or (11)) in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities or a Note Guarantee shall only be permitted under this clause (3) if (x) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Note Guarantee, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Restricted Subsidiaries Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Company Indebtedness to be refinanced or refunded and (c) such new Indebtedness is Incurred by the Issuer or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness to be refinanced or refunded; (4) Indebtedness of the Issuer, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Securities pursuant to Article VIII; (5) Guarantees of the Securities and Guarantees of Indebtedness of the Issuer or any Restricted Subsidiary by the Issuer or any Restricted Subsidiary; provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.15; (6) Indebtedness arising from the honoring by a bank or other than Seminis Korea 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 two Business Days of incurrence; (7) 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, and bank overdrafts (and letters of credit in respect thereof); (8) Indebtedness Incurred or preferred stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property (including acquisitions by way of Capitalized Lease Obligations and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary, to the extent of the fair market value of the real or personal property so acquired, plus goodwill associated therewith) by the Issuer or a Restricted Subsidiary after the Issue Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such preferred stock outstanding at any time may not exceed $5.0 million; (9) the incurrence by the Issuer or any of its Restricted SubsidiariesSubsidiaries of Acquired Indebtedness; provided that the Fixed Charge Coverage Ratio immediately after giving pro forma effect to such incurrence would be greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence; (10) may incur Indebtedness consisting of (including Acquired Debtx) the financing of insurance premiums in the ordinary course of business or issue preferred stock, if (y) take-or-pay obligations contained in supply arrangements entered into in the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available ordinary course of business; and (the "Reference Period"11) immediately preceding the date on which such additional Indebtedness is incurred of the Issuer or such Disqualified Stock Indebtedness of or preferred stock is issued would not have exceeded the Leverage Test by any Restricted Subsidiary (in effect on and as addition to Indebtedness permitted under clauses (1) through (10) above) in an aggregate principal amount and/or liquidation preference of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the such preferred stock had been issuedoutstanding at any time not to exceed $5.0 million, as the case may be, at the beginning less any amount of such four-quarter periodIndebtedness permanently repaid as provided under Section 4.18. (b) Notwithstanding any other provision of this Section 4.094.4, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 4.4 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.4, 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. For purposes of determining compliance with this Section 4.4, in no the event shall that an item of Indebtedness meets the non-Guarantor Restricted Subsidiaries (other criteria of more than Seminis Korea or any of its Restricted Subsidiaries) be permitted to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in excess one of the greater types of Indebtedness described in clause (xa) $30,000,000 of this Section 4.4 (including the first paragraph of such clause (a)), the Issuer, in its sole discretion, may classify, and from time to time may reclassify, such item of Indebtedness. (d) The Obligors shall not Incur any Indebtedness if such Indebtedness is subordinate in right of payment to any other Indebtedness unless such Indebtedness is also subordinate in right of payment to the Securities (in the case of the Issuer) or the U.S. Dollar equivalent thereof) and Note Guarantees (y) in the sum case of 15% of any Subsidiary Guarantor), in each case, to the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are availablesame extent.

Limitation on Indebtedness and Issuance of Preferred Stock. Create, incur, assume or suffer to exist any Indebtedness or, in the case of any Subsidiary, issue any preferred stock, except: (a) The Company shall not, and shall not permit Indebtedness of any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect Loan Party pursuant to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.Loan Document; (b) Notwithstanding Indebtedness of the Parent or the Primary Borrower to any Subsidiary and of any Subsidiary Guarantor to the Parent, the Primary Borrower or any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries Subsidiary; (other than Seminis Korea or any of its Restricted Subsidiariesc) be permitted to incur Indebtedness (other than Indebtedness including, without limitation, Capital Lease Obligations) secured by Liens permitted pursuant to by Section 4.09(c)(5)7.3(g) in an aggregate principal amount (or accreted value, as applicable) not to exceed $20,000,000 at any one time outstanding; (d) Indebtedness of CGU Insurance Company outstanding on the date hereof (except for intercompany indebtedness to be repaid in excess connection with the consummation of the greater of Acquisition) in an aggregate principal amount not to exceed $30,750,000; (xe) $30,000,000 Indebtedness outstanding on the date hereof and listed on Schedule 7.2(e) (or pro forma for the U.S. Dollar equivalent thereofAcquisition) and any refinancings, refundings, renewals or extensions thereof (y) without any increase in the sum of 15% principal amount thereof or any shortening of the book value maturity of any principal amount thereof); (f) Indebtedness of Folksamerica in respect of the accounts receivable and inventory Folksamerica Promissory Note; (g) Guarantee Obligations made in the ordinary course of all of business by the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Parent, the Primary Borrower or any of its Restricted Subsidiaries of obligations of the Primary Borrower or any Subsidiary Guarantor; (h) Indebtedness of the Parent in respect of the Subordinated Seller Note in an aggregate principal amount not to exceed $260,000,000 and any refinancing thereof permitted pursuant to Section 6.11, PROVIDED, the maturity date of such refinancing shall be no earlier than the date that is six months after the final maturity date of the Term Loans; (i) Indebtedness of the Primary Borrower in respect of any refinancing of the Subordinated Seller Note permitted pursuant to Section 6.11, PROVIDED, that (i) the maturity date of such Indebtedness shall be no earlier than the date that is six months after the final maturity date of the Term Loans, (ii) the interest rate with respect to such Indebtedness shall not be greater than 13% per annum and (iii) the terms and conditions of such Indebtedness shall be reasonably satisfactory to the Required Lenders (it being understood and agreed that any Indebtedness permitted by this Section 7.2(i) shall not be considered as equity for the purposes of calculating compliance with the covenants set forth in Section 7.1); (j) Guarantee Obligations of the Primary Borrower in respect of loans to officers and directors of the Parent, the Primary Borrower, White Mountains or any of their respective Subsidiaries in an aggregate principal amount not exceeding $15,000,000; (k) Indebtedness in respect of Surplus Debentures in an aggregate principal amount not to exceed $200,000,000 during the term of this Agreement issued by any Insurance Subsidiaries; (l) unsecured Indebtedness of the Parent or the Primary Borrower in an aggregate principal amount not to exceed $400,000,000, the maturity date of which shall be later than the date that is six months after the final maturity date of the Term Loans and the interest rate with respect to which shall not be greater than 13% per annum, PROVIDED that, unless the Required Prepayment Lenders and the Primary Borrower shall otherwise agree, the Net Proceeds of such Indebtedness are used immediately upon receipt thereof to prepay the Term Loans (and after the Term Loans are repaid in full, to permanently reduce the Revolving Credit Commitments); (m) Hedge Agreements in respect of Indebtedness otherwise permitted hereby that bears interest at a floating rate, so long as such Hedge Agreements are not entered into for speculative purposes; (n) short-term Indebtedness of Insurance Subsidiaries to provide short-term liquidity to facilitate claims payments in the event of catastrophes, in an aggregate principal amount not to exceed $400,000,000, which is secured by the assets of Insurance Subsidiaries; (o) Indebtedness of any Insurance Subsidiary incurred in the ordinary course of its business and letters of credit issued for the account of any Insurance Subsidiary in the ordinary course of its business; (p) Indebtedness of Folksamerica in an aggregate principal amount of up to $25,000,000, the proceeds of which are used to finance acquisitions; (q) Indebtedness of the Parent, the Primary Borrower or any Subsidiary Guarantor to White Mountains in an aggregate principal amount not to exceed $10,000,000; and (r) additional unsecured Indebtedness of the Primary Borrower or any of its Subsidiaries in an aggregate principal amount (for the Primary Borrower and all Subsidiaries) as set forth not to exceed $110,000,000 at any one time outstanding, not more than $15,000,000 of which may mature prior to the end final maturity of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are availableTerm Loans.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries Subsidiary to issue any shares of preferred stockPreferred Stock; provided, however, that the Company may incur Issuer shall be entitled to Incur Indebtedness (including Acquired DebtIndebtedness) or issue Disqualified Stock, and the any Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Subsidiary will be entitled to Incur Indebtedness (including Acquired DebtIndebtedness) or and to issue preferred stockany Preferred Stock if, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding on the date on which of such additional Indebtedness is incurred Incurrence or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in issuance and after giving effect on and as of the last days of the applicable Reference Period, determined thereto on a pro forma basis (including a pro forma application basis, the Consolidated Coverage Ratio would have been at least 2.00 to 1.00; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $25.0 million at the beginning of such four-quarter periodany time outstanding. (b) Notwithstanding Section 4.10(a), the Issuer and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness of the Issuer or any Guarantor Incurred under (A) the Notes issued on the Issue Date, Additional Notes issued thereafter and the related Note Guarantees or (B) a Credit Facility constituting Additional First Lien Indebtedness, in an aggregate principal amount at any time outstanding under this clause (1), and then outstanding on the date of such Incurrence, not to exceed $310.0 million; (2) Indebtedness owed to and held by the Issuer or a Restricted Subsidiary and the issuance by any Restricted Subsidiary to the Issuer or any Restricted Subsidiary of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (3) Indebtedness (including Second Lien Obligations) Incurred by the Issuer or any Guarantor not to exceed the greater of (A) $225.0 million and (B) an amount such that at the time of Incurrence and after giving pro forma effect thereto, the Secured Net Leverage Ratio would be no greater than 2.75 to 1.00; (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)), including the Existing Notes and related Guarantees; (5) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.10(a) or pursuant to clause (1), (3), (4), (5), (10), (12), (13) or (15) of this Section 4.10(b); (6) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (7) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (8) 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, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (9) the Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this Section 4.094.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (9) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (10) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Restricted Subsidiary Incurred, or Preferred Stock of any Restricted Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Restricted Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (10), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (10), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $30.0 million and (b) 2.0% of the Total Assets of the Issuer; (11) the Incurrence by the Issuer or any of the Restricted Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no event shall time exceed the gross proceeds including non-Guarantor cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (12) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Issuer or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (12), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $30.0 million and (b) 2.0% of the Total Assets of the Issuer; (13) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or the issuance of any Preferred Stock by any Restricted Subsidiary in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (13), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (13), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $50.0 million and (b) 3.5% of the Total Assets of the Issuer; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $10.0 million at any time outstanding; (14) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (i) Indebtedness of the Issuer or a Guarantor Incurred, or Preferred Stock of a Guarantor issued, to finance an acquisition and (ii) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any Guarantor or merged with or into the Issuer or a Guarantor in accordance with the terms of this Indenture; provided, however, that in the case of such clause (15)(i) or (15)(ii) above, after giving effect to such acquisition or merger and the Incurrence of such Indebtedness or the issuance of such Preferred Stock either, (x) the Issuer would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.10(a) or (y) the Consolidated Coverage Ratio would be greater than Seminis Korea or equal to the Consolidated Coverage Ratio calculated immediately prior to such acquisition or merger; (16) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Restricted SubsidiariesSubsidiaries incurred in the ordinary course of business; (17) be the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; (18) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting of obligations to make payments to current or former directors, officers, employees or consultants, their respective Affiliates, Heirs and executors with respect to the cancellation, purchase or redemption of, Capital Stock of the Issuer or its Restricted Subsidiaries to the extent permitted under Section 4.08(b)(4); (19) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to incur a Credit Facility permitted hereby, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; (20) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than Indebtedness permitted pursuant to Section 4.09(c)(5)obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Restricted Subsidiaries incurred in the ordinary course of business in an aggregate principal amount (or accreted value, as applicable) not to exceed $75.0 million at any one time outstanding in excess of outstanding; and (21) Incurrence by the greater of (x) $30,000,000 (or the U.S. Dollar equivalent thereof) and (y) the sum of 15% of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Issuer or any of its Restricted SubsidiariesSubsidiaries of any liability in respect of the Indebtedness of any Unrestricted Subsidiary but only to the extent that such liability consists solely of Non-Recourse Debt. (c) as set forth For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the end time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the most recently completed fiscal period for which internal balance sheets above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to Section 4.10(a) or another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such non-reclassification; provided, however, that all First Lien Indebtedness shall be classified as having been incurred under Section 4.10(b)(1) and may not later be reclassified. (d) The Issuer will not, nor will it permit any of the Guarantors to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor Restricted Subsidiaries unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are availablemost favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will 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 will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will 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 will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries Subsidiary to issue any shares of preferred stockPreferred Stock; provided, however, that the Company may incur Issuer shall be entitled to Incur Indebtedness (including Acquired DebtIndebtedness) or issue Disqualified Stock, and the any Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Subsidiary will be entitled to Incur Indebtedness (including Acquired DebtIndebtedness) or and to issue preferred stockany Preferred Stock if, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding on the date on which of such additional Indebtedness is incurred Incurrence or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in issuance and after giving effect on and as of the last days of the applicable Reference Period, determined thereto on a pro forma basis basis, the Consolidated Coverage Ratio would have been at least 2.00 to 1.00; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or issued pursuant to Section 4.10(b)(1) and (including a pro forma application of the net proceeds therefrom)15) by Restricted Subsidiaries that are not Guarantors, as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, shall not exceed $25.0 million at the beginning of such four-quarter periodany time outstanding. (b) Notwithstanding any other provision of this Section 4.094.10(a), in no event shall the non-Guarantor Issuer and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (other than Seminis Korea 1) Indebtedness Incurred by the Issuer or any Restricted Subsidiary under a Credit Facility and the issuance and creation of its Restricted Subsidiaries) letters of credit, bank guarantees and bankers’ acceptances thereunder (with letters of credit, bank guarantees and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof (excluding Cash-Collateralized Credit Support up to an aggregate face amount of $50.0 million, which shall be permitted deemed to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5have a principal amount of $0)) in an aggregate principal amount (or accreted value, as applicable) outstanding at any time outstanding in excess of not to exceed (A) prior to the date SDAIII becomes a Guarantor, the greater of (x) $30,000,000 (or the U.S. Dollar equivalent thereof) 160.0 million and (y) the sum of 1510% of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are available.Total Assets and

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company Issuers shall not issue any Disqualified Stock Capital Stock, and shall not permit any of its their Restricted Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, provided that the Company Issuers or their Restricted Subsidiaries may incur Indebtedness (including Acquired DebtIndebtedness) or issue shares of Disqualified Stock, Stock if after giving effect to the Incurrence of such Indebtedness and the Restricted Subsidiaries receipt and application of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Indebtedness (including Acquired Debt) or issue preferred stockproceeds thereof, if the Leverage Ratio for of the Company's most recently ended four full fiscal quarters for which internal financial statements are available Issuers and their respective Restricted Subsidiaries (the "Reference Period"on a consolidated combined basis) immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter periodexceed 6.0 to 1.0. (b) Notwithstanding any other provision of this Section 4.09the foregoing paragraph (a), the Issuers and their Restricted Subsidiaries, collectively, may Incur the following Indebtedness (including, if applicable, Acquired Indebtedness or, in no event the case of the Issuers only, Disqualified Capital Stock) ("Permitted Indebtedness"): (1) Indebtedness of the Issuers evidenced by the Notes issued on the Issue Date and any Note Guarantee; (2) Indebtedness under one or more Credit Facilities, provided that the aggregate principal amount of all such Indebtedness under the Credit Facilities at any one time outstanding under this clause (2) shall not exceed $515.0 million; (3) Indebtedness of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Issuers or any of its their Restricted SubsidiariesSubsidiaries in respect of Capital Lease Obligations and Purchase Money Indebtedness, provided that (1) be permitted to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) in an the aggregate principal amount of such Indebtedness does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or accreted value, as applicableleased and (2) at any time the aggregate principal amount of all Indebtedness Incurred and then outstanding pursuant to this clause (3) (together with all Permitted Refinancing Indebtedness Incurred and then outstanding in excess respect of the greater of Indebtedness previously Incurred pursuant to this clause (x3)) shall not exceed $30,000,000 (or the U.S. Dollar equivalent thereof) and (y) the sum of 15% of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets of such non-Guarantor Restricted Subsidiaries are available.20.0 million;

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries Subsidiary to issue any shares of preferred stockPreferred Stock; provided, however, that the Company may incur Issuer shall be entitled to Incur Indebtedness (including Acquired DebtIndebtedness) or issue Disqualified Stock, and the any Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Subsidiary will be entitled to Incur Indebtedness (including Acquired DebtIndebtedness) or and to issue preferred stockany Preferred Stock if, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding on the date on which of such additional Indebtedness is incurred Incurrence or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in issuance and after giving effect on and as of the last days of the applicable Reference Period, determined thereto on a pro forma basis (including a pro forma application basis, the Consolidated Coverage Ratio would have been at least 2.00 to 1.00; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the net proceeds therefrom)foregoing by Restricted Subsidiaries that are not Guarantors, as if when taken together with the additional aggregate amount of outstanding Indebtedness had been incurred and Preferred Stock that is Incurred or Disqualified Stock or the preferred stock had been issuedissued pursuant to Sections 4.10(b)(1) and 4.10(b)(16) by Restricted Subsidiaries that are not Guarantors, as the case may be, shall not exceed‌ $15.0 million at the beginning of such four-quarter periodany time outstanding. (b) Notwithstanding any other provision of this Section 4.094.10(a), in no event shall the non-Guarantor Issuer and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (other than Seminis Korea 1) Indebtedness Incurred by the Issuer or any Restricted Subsidiary (i) under the Credit Facility and the issuance and creation of its Restricted Subsidiariesletters of credit and bankers’ acceptances thereunder (with letters of credit (excluding Specified Letters of Credit) be permitted and bankers’ acceptances being deemed to incur Indebtedness (other than Indebtedness permitted pursuant have a principal amount equal to Section 4.09(c)(5)the face amount thereof) in an aggregate principal amount outstanding at any time not to exceed $160.0 million, as such amount may be reduced from time to time as a result of permanent repayments of any term loans thereunder or reductions of the revolving commitments thereunder, in each case, as contemplated under Section 4.11(b)(1)(A) and (ii) in respect of Specified Letters of Credit; provided, however, that the amount of Indebtedness that may be Incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or accreted valueissued pursuant to the second proviso to Section 4.10(a) and Section 4.10(b)(16) by Restricted Subsidiaries that are not Guarantors, shall not exceed $15.0 million at any time outstanding; (2) Indebtedness owed to and held by the Issuer or a Restricted Subsidiary and the issuance by any Restricted Subsidiary to the Issuer or any Restricted Subsidiary of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (3) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (2) or (3) of this Section 4.10(b)), including Indebtedness represented by the Existing Notes and the related Existing Note Guarantees; (5) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.10(a) or pursuant to clause (3), (4), (5), (10), (12), (13) or (16) of this Section 4.10(b); (6) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (7) obligations in respect of workers’ compensation claims, self- insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (8) 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, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (9) the Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (9) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (10) at Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Restricted Subsidiary Incurred, or Preferred Stock of any time Restricted Subsidiary issued, to finance the purchase, lease, construction, design, installation, remodeling or improvement of any property, plant or equipment used or to be used in the business of the Issuer or such Restricted Subsidiary, whether through the direct purchase of such property, plant or equipment or the purchase of Capital Stock of any Person owning such property, plant or equipment, in an aggregate outstanding in excess principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (10), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (10), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $25.0 million and (b) 2.5% of the Total Assets of the Issuer; (11) the Incurrence by the Issuer or any of the Restricted Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (12) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Issuer or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (12), and then outstanding on the date of such Incurrence, does not exceed $25.0 million; (13) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or the issuance of any Preferred Stock by any Restricted Subsidiary in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (13), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (13), and then outstanding on the date of such Incurrence, does not exceed $40.0 million; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $10.0 million at any time outstanding; (14) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (15) [RESERVED]; (i) Indebtedness of the Issuer or a Restricted Subsidiary Incurred, or Preferred Stock of a Restricted Subsidiary issued, to finance an acquisition and (ii) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged with or into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that in the case of such clause (16)(i) or (16)(ii) above, after giving effect to such acquisition or merger and the Incurrence of such Indebtedness or the issuance of such Preferred Stock either, (x) the Issuer would have been entitled to Incur at least $30,000,000 (1.00 of additional Indebtedness pursuant to Section 4.10(a) or the U.S. Dollar equivalent thereof) and (y) the sum Consolidated Coverage Ratio would be greater than or equal to the Consolidated Coverage Ratio calculated immediately prior to such acquisition or merger; provided, further, that the amount of 15% Indebtedness and Preferred Stock that may be Incurred or issued pursuant to such clause (16)(i) or (16)(ii) above by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or issued pursuant to the second proviso to Section 4.10(a) and Section 4.10(b)(1) by Restricted Subsidiaries that are not Guarantors, shall not exceed $15.0 million at any time outstanding; (17) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Issuer or any of its Restricted SubsidiariesSubsidiaries incurred in the ordinary course of business; (18) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; (19) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting of obligations to make payments to current or former directors, officers, employees or consultants, their respective Affiliates, Heirs and executors with respect to the cancellation, purchase or redemption of, Capital Stock of the Issuer or its Restricted Subsidiaries to the extent permitted under Section 4.08(b)(4); (20) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; and (21) Indebtedness under letters of credit (other than the Letters of Credit), bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Restricted Subsidiaries incurred in the ordinary course of business. (c) The Issuer shall not, nor shall it permit any of the Guarantors to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as set forth such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (d) For purposes of determining compliance with this Section 4.10: (1) any Indebtedness outstanding under the Credit Facility on the Issue Date shall be deemed incurred on such date under Section 4.10(b)(1); (2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the end time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the most recently completed fiscal period for which internal balance sheets above clauses; (3) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (4) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) (other than pursuant to Section 4.10(b)(1)) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to Section 4.10(a) or another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such non-Guarantor Restricted Subsidiaries are availablereclassification. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will 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 will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will 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 will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. Create, incur, assume or suffer to exist any Indebtedness or, in the case of any Subsidiary, issue any preferred stock, except: (a) The Company shall not, and shall not permit Indebtedness of any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect Loan Party pursuant to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries of the Company (other than Seminis Korea or any of its Restricted Subsidiaries) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.Loan Document; (b) Notwithstanding Indebtedness or preferred stock of (i) the Parent or the Borrower to any Subsidiary, (ii) any Subsidiary Guarantor to the Parent, the Borrower or any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries Subsidiary and (iii) any Insurance Subsidiary to any other than Seminis Korea or any of its Restricted SubsidiariesInsurance Subsidiary; (c) be permitted to incur Indebtedness (other than Indebtedness including, without limitation, Capital Lease Obligations) secured by Liens permitted pursuant to by Section 4.09(c)(5)7.3(g) in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding; (d) [Reserved]; (e) Indebtedness and preferred stock outstanding as of the Restatement Effective Date and listed on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the maturity of any principal amount thereof); (f) [Reserved]; (g) Guarantee Obligations made in the ordinary course of business by the Parent, the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor; (h) (i) Indebtedness of the Parent in respect of the Subordinated Seller Note in an aggregate principal amount not to exceed $260,000,000 and any refinancing thereof and interest thereon permitted pursuant to Section 6.11, PROVIDED, the maturity date of such refinancing shall be no earlier than the date that is six months after the final maturity date of the Term Loans or (ii) Indebtedness of the Parent to White Mountains (or accreted valueits subsidiaries) in an aggregate principal amount not to exceed $300,000,000, the proceeds of which shall be used to repay the Subordinated Seller Note (and interest thereon) and, to the extent of any remaining proceeds after the repayment in full of the Subordinated Seller Note (and interest thereon), to pay a dividend to White Mountains (or its subsidiaries) not later than thirty (30) days after receiving such proceeds in an amount not exceeding $75,000,000; (i) Indebtedness of the Borrower in respect of any refinancing of the Subordinated Seller Note permitted pursuant to Section 6.11, PROVIDED, that (i) the maturity date of such Indebtedness shall be no earlier than the date that is six months after the final maturity date of the Term Loans and (ii) the interest rate with respect to such Indebtedness shall not be greater than 13% per annum (it being understood and agreed that any Indebtedness permitted by this Section 7.2(i) shall not be considered as applicableequity for the purposes of calculating compliance with the covenants set forth in Section 7.1); (j) Guarantee Obligations of the Borrower in respect of loans to officers and directors of the Parent, the Borrower, White Mountains or any of their respective Subsidiaries in an aggregate principal amount not exceeding $15,000,000; (k) Indebtedness in respect of Surplus Debentures in an aggregate principal amount at any time outstanding in excess not to exceed $200,000,000 issued by any Insurance Subsidiaries; (l) unsecured Indebtedness of the greater of (x) $30,000,000 (Parent or the U.S. Dollar equivalent thereofBorrower in an aggregate principal amount not to exceed $625,000,000, the maturity date of which shall be later than the date that is six months after the final maturity date of the Term Loans and the interest rate with respect to which shall not be greater than 13% per annum, PROVIDED that, unless the Required Prepayment Lenders and the Borrower shall otherwise agree, the net proceeds of such Indebtedness are used immediately upon receipt thereof to prepay the Term Loans (and after the Term Loans are repaid in full, to permanently reduce the Revolving Credit Commitments); (i) Hedge Agreements in respect of Indebtedness otherwise permitted hereby that bears interest at a floating rate and (yii) the sum Hedge Agreements in respect of 15% one-third of the book value aggregate outstanding principal amount of fixed rate Indebtedness otherwise permitted hereby, in each case so long as such Hedge Agreements are not entered into for speculative purposes; (n) short-term Indebtedness of Insurance Subsidiaries to provide short-term liquidity to facilitate claims payments in the event of catastrophes, in an aggregate principal amount not to exceed $400,000,000, which is secured by the assets of Insurance Subsidiaries; (o) Indebtedness of any Insurance Subsidiary incurred in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (p) Indebtedness of Folksamerica in an aggregate principal amount at any time outstanding of up to $100,000,000, the proceeds of which are used to finance acquisitions; (q) Indebtedness of the accounts receivable and inventory of all Parent, the Borrower or any Subsidiary Guarantor to White Mountains in an aggregate principal amount not to exceed $50,000,000; and (r) additional Indebtedness of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) as set forth not to exceed $150,000,000 at any one time outstanding, PROVIDED that (i) not more than $50,000,000 of such Indebtedness permitted under this paragraph (r) may mature prior to the end final maturity of the most recently completed fiscal period for which internal balance sheets Term Loans, and (ii) not more than $50,000,000 of such non-Guarantor Restricted Subsidiaries are availableIndebtedness permitted under this paragraph (r) may be secured.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") Incur any Indebtedness (including Acquired Debt)other than the Securities, the Note Guarantees and other Indebtedness existing on the Issue Date) and the Company shall not issue any Disqualified Stock and Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company Issuer may incur Incur Indebtedness (including including, without limitation, Acquired DebtIndebtedness) and any Restricted Subsidiary may Incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Stockpreferred stock if, after giving effect to the Incurrence of such Indebtedness or issuance of preferred stock and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio of the Issuer would be greater than 2.0:1.0. Notwithstanding the foregoing, the Issuer and any Restricted Subsidiary (except as specified below) may Incur each and all of the following (clauses (1) through (11) comprising the “Permitted Debt” of the Issuer and any Restricted Subsidiary): (1) the incurrence by the Issuer and any Restricted Subsidiary of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed a maximum of the greater of (a) $250.0 million less any amount of such Indebtedness permanently repaid as provided under Section 4.18 and (b) the Borrowing Base; (2) Indebtedness owed (A) to the Issuer or any Subsidiary Guarantor evidenced by an unsubordinated promissory note or (B) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2) and (y) if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Securities, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clause (2) or (11)) in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities or a Note Guarantee shall only be permitted under this clause (3) if (x) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Note Guarantee, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Restricted Subsidiaries Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Company Indebtedness to be refinanced or refunded and (c) such new Indebtedness is Incurred by the Issuer or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness to be refinanced or refunded; (4) Indebtedness of the Issuer, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Securities pursuant to Article VIII; (5) Guarantees of the Securities and Guarantees of Indebtedness of the Issuer or any Restricted Subsidiary by the Issuer or any Restricted Subsidiary; provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.15; (6) Indebtedness arising from the honoring by a bank or other than Seminis Korea 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 two Business Days of incurrence; (7) 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, and bank overdrafts (and letters of credit in respect thereof); (8) Indebtedness Incurred or preferred stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property (including acquisitions by way of Capitalized Lease Obligations and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary, to the extent of the fair market value of the real or personal property so acquired, plus goodwill associated therewith) by the Issuer or a Restricted Subsidiary after the Issue Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such preferred stock outstanding at any time may not exceed $25.0 million; (9) the incurrence by the Issuer or any of its Restricted SubsidiariesSubsidiaries of Acquired Indebtedness; provided that the Fixed Charge Coverage Ratio immediately after giving pro forma effect to such incurrence would be greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence; (10) may incur Indebtedness consisting of (including Acquired Debtx) the financing of insurance premiums in the ordinary course of business or issue preferred stock, if (y) take-or-pay obligations contained in supply arrangements entered into in the Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available ordinary course of business; and (the "Reference Period"11) immediately preceding the date on which such additional Indebtedness is incurred of the Issuer or such Disqualified Stock Indebtedness of or preferred stock is issued would not have exceeded the Leverage Test by any Restricted Subsidiary (in effect on and as of the last days of the applicable Reference Period, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) be permitted addition to incur Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5)under clauses (1) through (10) above) in an aggregate principal amount (or accreted value, as applicable) and/or liquidation preference of such preferred stock outstanding at any time outstanding in excess of the greater of (x) not to exceed $30,000,000 (or the U.S. Dollar equivalent thereof) and (y) the sum of 15% of the book value of the accounts receivable and inventory of all of the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or 25.0 million, less any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which internal balance sheets amount of such non-Guarantor Restricted Subsidiaries are availableIndebtedness permanently repaid as provided under Section 4.18.