Common use of Limitation on Subsidiary Debt Clause in Contracts

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, issue or guarantee any Material Indebtedness of the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 12 months of repaying, or terminating the commitments with respect to, the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation, incurrence, issuance or assumption of such Subsidiary Debt or (ii) $780.0 million. The Company or any Subsidiary of the Company may, without Guaranteeing the Notes, create or incur Indebtedness that extends, renews, substitutes or replaces (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Indebtedness permitted pursuant to the preceding sentence; provided that any such extension, renewal, substitution or replacement of such Indebtedness shall be created within 12 months of repaying the Indebtedness being refinanced referred to in this sentence or replaced plus accrued the preceding sentence and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, substitution or replacement, so secured at the time of such extension, renewal, substitution or replacement. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in this Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon: (i) the release or discharge of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a) (other than a discharge of such Indebtedness (A) if such Indebtedness is a guarantee, as a result of payment under such guarantee or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) as a result of the acceleration of such refinancing Indebtedness due to a default or replacement Indebtedness an event of default under the terms thereof); (ii) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(sParent; (iii) defeasance or discharge of the Notes, as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in Trustee will execute any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified documents reasonably requested by the Company, Company in its sole discretion, such that it (or any portion thereof) will be deemed order to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of the Company or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Company; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv3) Indebtedness of the Company owing owed to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiarySubsidiary of the Company; (v4) any Subsidiary Debt represented by any Guarantee of the 2019 Notes or the 2023 Notes or any Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 millionor Guarantees under Permitted Bank Indebtedness; (vi5) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business, provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations under incurred in the ordinary course of business; (i9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $150,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation' compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker's acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii9) aboveor this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (12) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or refunding of any Indebtedness existing on the Issue Date or referred to in clauses (1), (2) and (4); provided that after giving effect theretoany Indebtedness incurred to so extend, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness referred to in this clause or clauses of (i) through (ix) of Section 4.7(b1), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof2) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness and (or portion thereof4) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount above and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing the Indebtedness incurred to so extend, renew, replace, refinance or replacement Indebtedness does refund shall not exceed the principal amount of Indebtedness being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.09(a) and (b), the Company or any Subsidiary of the Company may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $1,250,000,000, and (b) 1.75 times EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced; and, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiid) Notwithstanding anything to the maximum amount contrary, in the event that any Wholly Owned Subsidiary of Indebtedness that the Company guarantees the obligations of the Company under the Credit Agreement, such Wholly Owned Subsidiary shall, subject to the receipt of any necessary regulatory approvals, also provide a Note Guarantee by executing and its Subsidiaries may Incur shall not be deemed delivering to be exceeded solely as the Trustee a result supplemental indenture and Notation of fluctuations Guarantee in accordance with the exchange rate terms of currenciesthis Indenture.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incur, issue incur or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereof, the Company causes other than such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of IndebtednessDebt that is: (ia) Indebtedness of a Person existing at the time it is merged, combined or amalgamated with or into or consolidated with or into any such Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person is merged with (or into, amalgamated with, a division thereof) as an entirety or is consolidated into, a Subsidiary, or which substantially as an entirety to any such Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Subsidiary; provided that any Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other such Subsidiary (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (iib) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ivc) Indebtedness of the Company owing owed to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiarySubsidiary of the Company; (vd) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; funds or other fund transfer or payment processing services; (e) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness shall be repaid in full or Guarantee is extinguished within five Business Days business days within its incurrence; (f) reimbursement obligations incurred in the ordinary course of business; (g) client advances and deposits received in the Incurrence ordinary course of business; (h) Indebtedness or Guarantees incurred (i) in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (ii) in connection with the financing of insurance premiums or self-insurance obligations or take-or- pay obligations contained in supply agreements, and (iii) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness or other obligations referred to in clauses (a) through (g) or this clause (h), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (i) Indebtedness outstanding on the Second Amendment Effective Date and (ii) any Permitted Refinancing Indebtedness in exchange for or the net proceeds of which are used to renew, refund, replace, defease or discharge any Indebtedness existing on the Second Amendment Effective Date or Indebtedness referred to in clauses (a) or (b) above; (j) Indebtedness under Permitted Swap Obligations; (k) [Reserved]; (l) any Surplus Debentures issued by any Insurance Subsidiary to the Company or any of its Subsidiaries that remain outstanding on the Closing Date, and extensions, renewals or replacements thereof; (viim) Permitted Transactions entered into by Insurance Subsidiaries in connection with Permitted Portfolio Investments; (n) non-recourse Indebtedness of Insurance Subsidiaries incurred in the ordinary course of business (x) existing or arising under Swap Contracts entered into by Insurance Subsidiaries or (y) resulting from the sale or securitization of non-admitted assets, policy loans, CBOs and CMOs; (o) [Reserved]; (p) Indebtedness in respect of letters of credit, bank guarantees and similar instruments credit issued for the account of any Subsidiary in connection with reinsurance transactions entered into in the ordinary course of business supporting obligations under business; and (q) such other Indebtedness incurred by a Subsidiary of the Company up to an aggregate principal amount outstanding, that when taken together with the principal amount of all Indebtedness then outstanding secured by Xxxxx permitted pursuant to Section 7.02(cc), does not exceed the greater of (i) workers’ compensation, unemployment insurance and other social security legislation $200,000,000 and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations 7.5% of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingConsolidated Net Worth. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations ofto, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue or guarantee (collectively, “incur”) any Material Indebtedness indebtedness for borrowed money (any such indebtedness of a non-guarantor Subsidiary, “Non-Guarantor Subsidiary Debt”), unless such Restricted Subsidiary guarantees the payment of the Company or another Subsidiary Guarantorprincipal of, unlesspremium, in if any, and interest on the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) The provisions of Section 4.7(a4.07(a) shall hereof will not apply to the following items of IndebtednessNon-Guarantor Subsidiary Debt constituting: (i1) Indebtedness indebtedness of a Person existing at the time such Person is merged into or consolidated with the Company or intoany of its Restricted Subsidiaries or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company that is assumed by a any Restricted Subsidiary in connection with an acquisition of substantially all the assets of Company; provided that such Person, so long as such Indebtedness indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii2) Indebtedness indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Restricted Subsidiary of the Company; provided that such Indebtedness indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) indebtedness owed to the Company or any of its Restricted Subsidiaries; (4) indebtedness of any Restricted Subsidiary of the Company secured by Mortgages on assets of such Person becoming Restricted Subsidiary permitted under any of clauses (1) through (9) of Section 4.06(b); (5) indebtedness outstanding on the Issue Date or any extension, renewal, replacement or refunding of any indebtedness existing on the Issue Date or referred to in clauses (1), (2), (3) or (4) (other than any Indebtedness under the Existing Senior Notes or the Existing Subordinated Notes, the refinancing of which may not be incurred or guaranteed pursuant to this clause (5) by any Restricted Subsidiary that is not a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) Guarantor of the Notes); provided that the principal amount thereof does of the indebtedness incurred pursuant to this clause (5) shall not exceed the principal amount of the Indebtedness being refinanced or replaced original indebtedness plus all premiums, fees and expenses (including accrued and unpaid interest thereon together interest) payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to such refinancing renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedrefunding; (iii6) purchase money obligations and refinancing or replacement Indebtedness indebtedness in respect thereof, so long as of a Qualified Securitization Transaction; and (A7) indebtedness of Foreign Subsidiaries; provided that the aggregate principal amount thereof does not exceed of indebtedness incurred under this clause (7), when aggregated with the principal amount of all other indebtedness then outstanding and incurred pursuant to this clause (7), does not, as of any date of incurrence, exceed the Indebtedness being refinanced greater of (a) $200.0 million or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiumsb) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by 2.5% of the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness Consolidated Net Tangible Assets of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days as of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of date on which any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingsuch indebtedness is incurred. (c) In Notwithstanding the event that Indebtedness meets restrictions described in this Section 4.07, the criteria Company and any of more than one of its Restricted Subsidiaries may create, incur, issue, assume or guarantee Non-Guarantor Subsidiary Debt, without adhering to the clauses of (i) through (ix) requirements of Section 4.7(b4.07(a), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause if at the time of such reclassification. creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any indebtedness that is concurrently being retired, the aggregate amount of all such Non-Guarantor Subsidiary Debt that would otherwise be subject to the restrictions in Section 4.07(a) (d) Indebtedness Incurred pursuant to other than Non-Guarantor Subsidiary Debt described in clauses (i1) through (ix7) of Section 4.7(b4.07(b)); plus the aggregate amount (without duplication) of (x) all indebtedness secured by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under Mortgages (not including any such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such timeindebtedness secured by Mortgages described in clauses (1) through (9) of Section 4.06(b)), if any, that and (y) all Attributable Debt of the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under Company and any of its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (with the exception of any such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as transactions that are permitted under this Indenture. clauses (e1) For purposes and (2) of this Section 4.7: (i4.08(a)) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed 15% of the principal amount Consolidated Net Tangible Assets of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesdate on which any such indebtedness is incurred.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Domestic Restricted Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness (any such Indebtedness or Guarantee, “Subsidiary Debt”), without Guaranteeing the payment of the Company or another Subsidiary Guarantorprincipal of, unlesspremium, in if any, and interest on the case of clause (i) or (ii), within 30 days thereof, the Company causes Notes on an unsecured unsubordinated basis until such time as such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementDebt is no longer outstanding. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Domestic Restricted Subsidiary or intootherwise acquired by any Domestic Restricted Subsidiary or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Domestic Restricted Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Domestic Restricted Subsidiary; provided that such Indebtedness or Guarantee was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Domestic Restricted Subsidiary, so long as ; provided that any such Indebtedness or Guarantee was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv3) Indebtedness owed to or Guarantee in favor of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Domestic Restricted Subsidiary; (v4) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii5) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business, provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (6) reimbursement obligations under incurred in the ordinary course of business; (i7) advances and deposits received in the ordinary course of business; (8) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or Guarantee or other obligations referred to in clauses (i1) through (viii7) above; or this clause (8), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided that after giving effect thereto, Exempted Debt does or incurred (including Guarantees thereof) in the ordinary course of business; (9) non-recourse Indebtedness incurred pursuant to the PPPLF in an aggregate principal amount not to exceed $250.0 million in the aggregate 1,000,000,000 at any time outstanding.; or (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d10) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be or Guarantee outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such this Indenture and any extension, renewal, replacement, refinancing or replacementrefunding of any Indebtedness or Guarantee existing on the date of this Indenture or referred to in clauses (1) and (2); provided that any Indebtedness or Guarantee incurred to so extend, such U.S. dollar-denominated restriction renew, replace, refinance or refund shall be deemed not incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness or Guarantee referred to have been exceeded so long as in this clause or clauses (1) and (2) above and the principal amount of such refinancing the Indebtedness incurred or replacement Indebtedness does Guaranteed to so extend, renew, replace, refinance or refund shall not exceed the principal amount of such Indebtedness or Guarantee being extended, renewed, replaced, refinanced or replaced; andrefunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiic) Notwithstanding Sections 4.07(a) and (b), any Domestic Restricted Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject to the maximum restrictions set forth in Section 4.07(a), without Guaranteeing the payment of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $2,100,000,000, and (b) 3.0 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of Indebtedness that the Company and its Subsidiaries may Incur Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not be deemed to be exceeded solely as a result exceed the principal amount of fluctuations Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in the exchange rate of currenciesconnection with any such extension, renewal, replacement, refinancing or refunding.

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, Incur or issue any Material Indebtedness or guarantee any Material Indebtedness of the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 175.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 145.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall Issuer will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Subsidiary Issuer that is not a Guarantor, unless, in the case of clause (i) or (ii“Subsidiary Debt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of the Issuer or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Issuer and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Issuer (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Issuer; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii3) purchase money obligations and refinancing Indebtedness owed to the Issuer or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount any Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedIssuer; (iv4) Indebtedness of the Company owing to and held any Subsidiary Debt represented by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company Guarantee of, or any other SubsidiaryIndebtedness under, the 2023 Notes, the 2024 Notes, the 2025 Notes, the 2029 Notes, the 2030 Notes or the 2031 Notes or any Indebtedness or Guarantees under Permitted Bank Indebtedness; (v5) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business; provided that any such Indebtedness or Guarantee is extinguished within 30 days of its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations under incurred in the ordinary course of business; (i9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $300,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii9) aboveor this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (12) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or refunding of any Indebtedness existing on the Issue Date or referred to in clauses (1), (2) and (4); provided that after giving effect thereto(x) any Indebtedness incurred to so extend, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b)renew, the Companyreplace, in its sole discretion, shall be permitted refinance or refund has a Weighted Average Life to classify such Indebtedness (or portion thereof) Maturity at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred incurred that is not less than the remaining Weighted Average Life to refinance Maturity of the Indebtedness referred to in this clause or replace other Indebtedness denominated in a foreign currencyclauses (1), (2) and (4) above being extended, renewed, replaced, refinanced or refunded, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as (y) the principal amount of such refinancing the Indebtedness incurred to so extend, renew, replace, refinance or replacement Indebtedness does refund 57 shall not exceed the principal amount of the Indebtedness being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.09(a) and (b), the Issuer or any Subsidiary of the Issuer may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $3,500,000,000, and (b) 3.50 times EBITDA of the Issuer for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided (x) that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund has a Weighted Average Life to Maturity at the time such Subsidiary Debt is incurred that is not less than the remaining Weighted Average Life to Maturity of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded, and (y) the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced; and, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiid) Notwithstanding anything to the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations contrary, in the exchange rate event that any Wholly Owned Subsidiary of currenciesthe Issuer Guarantees the obligations of any borrower under any Credit Agreement, the Issuer shall cause such Wholly Owned Subsidiary, subject to the receipt of any necessary regulatory approvals, to provide a Note Guarantee by executing and delivering to the Trustee a supplemental indenture and a Notation of Guarantee in accordance with the terms of this Indenture.

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company (other than Toro Credit Company, a Minnesota corporation, or any successor finance Subsidiary or (ii) to create, assume, Incur, issue or guarantee any Material Indebtedness of the Company so long as Toro Credit Company or another Subsidiary Guarantor, unless, such successor has no operating assets and is engaged solely in the case of clause (ifinancing activities) to Incur or (ii), within 30 days thereof, the Company causes such Subsidiary suffer to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtednessexist any Debt except: (i1) Indebtedness Debt outstanding on the date of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as this Indenture; (A2) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing Debt issued to and held by the Company or any other Subsidiary;a Wholly Owned Subsidiary of the Company (provided that such Debt is at all times held by the Company or a Person which is a Wholly Owned Subsidiary of the Company); 41 (v3) Indebtedness Debt Incurred by a Person prior to the time (a) such Person became a Subsidiary of Foreign Subsidiaries the Company, (b) such Person merges into or consolidates with a Subsidiary of the Company or (c) another Subsidiary of the Company merges into or consolidates with such Person (in a transaction in which such Person becomes a Subsidiary of the Company); (4) Debt which is exchanged for, or the proceeds of which are used to refinance or refund, any Debt permitted to be outstanding pursuant to Clauses (1) through (3) hereof (or any extension or renewal thereof), in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of the Debt so exchanged, refinanced or refunded and provided such Indebtedness refinancing or refunding Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued (x) does not provide for payments of principal at the stated maturity of such Debt or by way of a sinking fund applicable to such Debt or by way of any mandatory redemption, defeasance, retirement or repurchase of such Debt by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of acceleration of such Debt upon an event of default thereunder), in each case prior to the stated maturity of the Debt being refinanced or replacedrefunded and (y) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the Company) of such Debt at the option of the holder thereof prior to the stated maturity of the Debt being refinanced or refunded, other than a redemption or other retirement at the option of the holder of such Debt (including pursuant to an offer to purchase made by the Company) which is conditioned upon the change of control of the Company; and and (iii5) Debt having a principal amount and liquidation value not in excess of 20% of the maximum amount Consolidated Net Tangible Assets of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesaggregate.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of the Company or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Company; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv3) Indebtedness of the Company owing owed to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiarySubsidiary of the Company; (v4) any Subsidiary Debt represented by any Guarantee of the 2019 Notes, the 2023 Notes or the 2024 Notes or any Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 millionor Guarantees under Permitted Bank Indebtedness; (vi5) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business; provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations under incurred in the ordinary course of business; (i9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $150,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii9) aboveor this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (12) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or refunding of any Indebtedness existing on the Issue Date or referred to in clauses (1), (2) and (4); provided that after giving effect theretoany Indebtedness incurred to so extend, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness referred to in this clause or clauses of (i) through (ix) of Section 4.7(b1), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof2) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness and (or portion thereof4) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount above and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing the Indebtedness incurred to so extend, renew, replace, refinance or replacement Indebtedness does refund shall not exceed the principal amount of Indebtedness being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.09(a) and (b), the Company or any Subsidiary of the Company may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $2,500,000,000, and (b) 2.5 times EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence, provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced; and, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiid) Notwithstanding anything to the maximum amount contrary, in the event that any Wholly Owned Subsidiary of Indebtedness that the Company guarantees the obligations of the Company under the Credit Agreement, such Wholly Owned Subsidiary shall, subject to the receipt of any necessary regulatory approvals, also provide a Note Guarantee by executing and its Subsidiaries may Incur shall not be deemed delivering to be exceeded solely as the Trustee a result supplemental indenture and Notation of fluctuations Guarantee in accordance with the exchange rate terms of currenciesthis Indenture.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations ofto, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue or guarantee (collectively, “incur”) any Material Indebtedness indebtedness for borrowed money (any such indebtedness of a non-guarantor Subsidiary, “Non-Guarantor Subsidiary Debt”), unless such Restricted Subsidiary guarantees the payment of the Company or another Subsidiary Guarantorprincipal of, unlesspremium, in if any, and interest on the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) The provisions of Section 4.7(a4.07(a) shall hereof will not apply to the following items of IndebtednessNon-Guarantor Subsidiary Debt constituting: (i1) Indebtedness indebtedness of a Person existing at the time such Person is merged into or consolidated with the Company or intoany of its Restricted Subsidiaries or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company that is assumed by a any Restricted Subsidiary in connection with an acquisition of substantially all the assets of Company; provided that such Person, so long as such Indebtedness indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii2) Indebtedness indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Restricted Subsidiary of the Company; provided that such Indebtedness indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) indebtedness owed to the Company or any of its Restricted Subsidiaries; (4) indebtedness of any Restricted Subsidiary of the Company secured by Mortgages on assets of such Person becoming Restricted Subsidiary permitted under any of clauses (1) through (9) of Section 4.06(b); (5) indebtedness outstanding on the Issue Date or any extension, renewal, replacement or refunding of any indebtedness existing on the Issue Date or referred to in clauses (1), (2), (3) or (4) (other than any Indebtedness under the Existing Senior Notes or the Existing Subordinated Notes, the refinancing of which may not be incurred or guaranteed pursuant to this clause (5) by any Restricted Subsidiary that is not a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) Guarantor of the Notes); provided that the principal amount thereof does of the indebtedness incurred pursuant to this clause (5) shall not exceed the principal amount of the Indebtedness being refinanced or replaced original indebtedness plus all premiums, fees and expenses (including accrued and unpaid interest thereon together interest) payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to such refinancing renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedrefunding; (iii6) purchase money obligations and refinancing or replacement Indebtedness indebtedness in respect thereof, so long as of a Qualified Securitization Transaction; and (A7) indebtedness of Foreign Subsidiaries; provided that the aggregate principal amount thereof does not exceed of indebtedness incurred under this clause (7), when aggregated with the principal amount of all other indebtedness then outstanding and incurred pursuant to this clause (7), does not, as of any date of incurrence, exceed the Indebtedness being refinanced greater of (a) $400.0 million or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiumsb) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by 2.5% of the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness Consolidated Net Tangible Assets of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days as of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of date on which any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingsuch indebtedness is incurred. (c) In Notwithstanding the event that Indebtedness meets restrictions described in this Section 4.07, the criteria Company and any of more than one of its Restricted Subsidiaries may create, incur, issue, assume or guarantee Non-Guarantor Subsidiary Debt, without adhering to the clauses of (i) through (ix) requirements of Section 4.7(b4.07(a), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause if at the time of such reclassification. creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any indebtedness that is concurrently being retired, the aggregate amount of all such Non-Guarantor Subsidiary Debt that would otherwise be subject to the restrictions in Section 4.07(a) (d) Indebtedness Incurred pursuant to other than Non-Guarantor Subsidiary Debt described in clauses (i1) through (ix7) of Section 4.7(b4.07(b)); plus the aggregate amount (without duplication) of (x) all indebtedness secured by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under Mortgages (not including any such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such timeindebtedness secured by Mortgages described in clauses (1) through (9) of Section 4.06(b)), if any, that and (y) all Attributable Debt of the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under Company and any of its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (with the exception of any such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as transactions that are permitted under this Indenture. clauses (e1) For purposes and (2) of this Section 4.7: (i4.08(a)) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed 15% of the principal amount Consolidated Net Tangible Assets of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesdate on which any such indebtedness is incurred.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Subsidiary; provided that any Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of the 10.00% Notes or Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of issuance of the Notes or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation or incurrence of the Lien or (ii) $780.0 million. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture in respect of the Notes on the terms set forth in the Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in the Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon (i) the release or discharge (other than a discharge through payment thereon) of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a); (ii) a sale or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums other disposition (including tender premiumsby way of consolidation or merger) and expenses relating to of the Capital Stock of such refinancing or replacement and (B) Subsidiary such refinancing or replacement Indebtedness that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(s) as the Indebtedness being refinanced or replacedParent; (iii) purchase money obligations and refinancing defeasance or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount discharge of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable feesNotes, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, Trustee will execute any documents reasonably required in its sole discretion, shall be permitted order to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incur, issue incur or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereof, the Company causes other than such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of IndebtednessDebt that is: (ia) Indebtedness of a Person existing at the time it is merged, combined or amalgamated with or into or consolidated with or into any such Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person is merged with (or into, amalgamated with, a division thereof) as an entirety or is consolidated into, a Subsidiary, or which substantially as an entirety to any such Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Subsidiary; provided that any Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other such Subsidiary (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (iib) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ivc) Indebtedness of the Company owing owed to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiarySubsidiary of the Company; (vd) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; funds or other fund transfer or payment processing services; (e) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness shall be repaid in full or Guarantee is extinguished within five Business Days business days within its incurrence; (f) reimbursement obligations incurred in the ordinary course of business; (g) client advances and deposits received in the ordinary course of business; (h) Indebtedness or Guarantees incurred (i) in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (ii) in connection with the financing of insurance premiums or self-insurance obligations or take-or- pay obligations contained in supply agreements, and (iii) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness or other obligations referred to in clauses (a) through (g) or this clause (h), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (i) Indebtedness outstanding on the Closing Date after the consummation of the Incurrence offering of the Senior Notes and the Transactions and (ii) any Permitted Refinancing Indebtedness in exchange for or the net proceeds of which are used to renew, refund, replace, defease or discharge any Indebtedness existing on the Closing Date after the consummation of the offering of the Senior Notes and the Transactions or Indebtedness referred to in clauses (a) or (b) above; (j) Indebtedness under Permitted Swap Obligations; (k) [Reserved]; (l) any Surplus Debentures issued by any Insurance Subsidiary to the Company or any of its Subsidiaries that remain outstanding on the Closing Date, and extensions, renewals or replacements thereof; (viim) Permitted Transactions entered into by Insurance Subsidiaries in connection with Permitted Portfolio Investments; (n) non-recourse Indebtedness of Insurance Subsidiaries incurred in the ordinary course of business (x) existing or arising under Swap Contracts entered into by Insurance Subsidiaries or (y) resulting from the sale or securitization of non-admitted assets, policy loans, CBOs and CMOs; (o) Indebtedness secured by Liens permitted pursuant to clauses (i), (o) or (t) of Section 7.02 (to the extent such Liens are permitted to secure Indebtedness pursuant to Section 7.02); (p) Indebtedness in respect of letters of credit, bank guarantees and similar instruments credit issued for the account of any Subsidiary in connection with reinsurance transactions entered into in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiumsbusiness; and (ixq) such other Indebtedness not excepted incurred by clauses (i) through (viii) above; provided a Subsidiary of the Company up to an aggregate principal amount outstanding, that after giving effect theretowhen taken together with the principal amount of all Indebtedness then outstanding secured by Liens permitted pursuant to Section 7.02(cc), Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding10,000,000. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “ Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt” ), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 12 months of repaying, or terminating the commitments with respect to, the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Xxxxxxxxx Xxxx does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation, incurrence, issuance or assumption of such Subsidiary Debt or (ii) $780.0 million. The Company or any Subsidiary of the Company may, without Guaranteeing the Notes, create or incur Indebtedness that extends, renews, substitutes or replaces (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Indebtedness permitted pursuant to the preceding sentence; provided that any such extension, renewal, substitution or replacement of such Indebtedness shall be created within 12 months of repaying the Indebtedness being refinanced referred to in this sentence or replaced plus accrued the preceding sentence and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, substitution or replacement, so secured at the time of such extension, renewal, substitution or replacement. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’ s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in this Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon: (i) the release or discharge of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a) (other than a discharge of such Indebtedness (A) if such Indebtedness is a guarantee, as a result of payment under such guarantee or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) as a result of the acceleration of such refinancing Indebtedness due to a default or replacement Indebtedness an event of default under the terms thereof); (ii) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(sParent; (iii) defeasance or discharge of the Notes, as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in Trustee will execute any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified documents reasonably requested by the Company, Company in its sole discretion, such that it (or any portion thereof) will be deemed order to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall Venator will not cause or permit any Subsidiary of its Restricted Subsidiaries (other than Venator Finance and Venator Co-Issuer) that is not a Subsidiary Guarantor (i) to guarantee the obligations ofto, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue or guarantee (collectively, “incur”) any Material Indebtedness indebtedness for borrowed money (any such indebtedness of a non-guarantor Subsidiary, “Non-Guarantor Subsidiary Debt”), unless such Restricted Subsidiary guarantees the payment of the Company or another Subsidiary Guarantorprincipal of, unlesspremium, in if any, and interest on the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) The provisions of Section 4.7(a4.07(a) shall hereof will not apply to the following items of IndebtednessNon-Guarantor Subsidiary Debt constituting: (i1) Indebtedness indebtedness of a Person existing at the time such Person is merged into or consolidated with Venator or intoany of its Restricted Subsidiaries or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of Venator that is assumed by a any Restricted Subsidiary in connection with an acquisition of substantially all the assets of Venator; provided that such Person, so long as such Indebtedness indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii2) Indebtedness indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Restricted Subsidiary of Venator; provided that such Indebtedness indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) indebtedness owed to or among Venator or any of its Restricted Subsidiaries; (4) indebtedness of any Restricted Subsidiary of Venator secured by Mortgages on assets of such Person becoming a SubsidiaryRestricted Subsidiary permitted under any of clauses (1) through (9) of Section 4.06(b); (5) indebtedness outstanding on the Completion Date or any extension, and refinancing renewal, replacement or replacement Indebtedness refunding of any indebtedness existing on the Completion Date or referred to in respect thereofclauses (1), so long as (A2), (3) or (4) ; provided that the principal amount thereof does of the indebtedness incurred pursuant to this clause (5) shall not exceed the principal amount of the Indebtedness being refinanced or replaced original indebtedness plus all premiums, fees and expenses (including accrued and unpaid interest thereon together interest) payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to such refinancing renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedrefunding; (iii6) purchase money obligations and refinancing or replacement Indebtedness indebtedness in respect thereof, so long as of a Qualified Securitization Transaction; and (A7) additional indebtedness; provided that the aggregate principal amount thereof does not exceed of indebtedness incurred under this clause (7), when aggregated with the principal amount of all other indebtedness then outstanding and incurred pursuant to this clause (7), does not, as of any date of incurrence, exceed the Indebtedness being refinanced greater of (a) $150.0 million or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiumsb) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness 5.0% of the Company owing to and held by any Subsidiary or Indebtedness Consolidated Net Tangible Assets of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsVenator; provided that such Indebtedness shall be repaid in full within five Business Days as of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of date on which any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingsuch indebtedness is incurred. (c) In Notwithstanding the event that Indebtedness meets restrictions described in this Section 4.07, Venator and any of its Restricted Subsidiaries may create, incur, issue, assume or guarantee Non-Guarantor Subsidiary Debt, without adhering to the criteria of more than one of the clauses of (i) through (ix) requirements of Section 4.7(b4.07(a), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause if at the time of such reclassification. creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any indebtedness that is concurrently being retired, the aggregate amount of all such Non-Guarantor Subsidiary Debt that would otherwise be subject to the restrictions in Section 4.07(a) (d) Indebtedness Incurred pursuant to other than Non-Guarantor Subsidiary Debt described in clauses (i1) through (ix7) of Section 4.7(b4.07(b)); plus the aggregate amount (without duplication) of (x) all indebtedness secured by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under Mortgages (not including any such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such timeindebtedness secured by Mortgages described in clauses (1) through (9) of Section 4.06(b)), if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under and (y) all Attributable Debt of Venator and any of its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (with the exception of any such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as transactions that are permitted under this Indenture. clauses (e1) For purposes and (2) of this Section 4.7: (i4.08) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed 15% of the principal amount Consolidated Net Tangible Assets of Venator as of the date on which any such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesindebtedness is incurred.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Domestic Restricted Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness of the Company (any such Indebtedness or another Guarantee, “Subsidiary GuarantorDebt”), unlesswithout causing such Domestic Restricted Subsidiary to provide a Secured Note Guarantee, in until such time as such Indebtedness or Guarantee, as the case of clause (i) may be, is no longer outstanding or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreementin effect. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Subsidiary Debt in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness Subsidiary Debt of a Person existing at the time such Person is merged into or consolidated with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held otherwise acquired by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days Domestic Restricted Subsidiary of the Incurrence thereof; Company or otherwise becomes a Domestic Restricted Subsidiary of the Company (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations arising thereafter pursuant to contractual commitments entered into other than for speculative purposes and the financing of insurance premiums; and (ixprior to such Person becoming a Domestic Restricted Subsidiary) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In additiona sale, any Indebtedness lease or other disposition of the properties and assets of such Person (or portion a division thereof) originally classified as Incurred an entirety or substantially as an entirety to any Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such Person becoming a Domestic Restricted Subsidiary) and is assumed by such Subsidiary, other than any increase in the amount of clauses such Subsidiary Debt (i) through (ix) including any increase in the amount of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred Subsidiary Debt arising pursuant to contractual commitments entered into prior to such acquisition) incurred in contemplation thereof; provided that any such Subsidiary Debt is not Guaranteed by any other clause Domestic Restricted Subsidiary of Section 4.7(b) to the extent that such reclassified Indebtedness Company (or portion thereof) could be Incurred pursuant to such clause other than any Guarantee existing at the time of such reclassification.merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (d2) Indebtedness Incurred pursuant Subsidiary Debt owed to clauses the Company or any Domestic Restricted Subsidiary or under Guarantees of any such Subsidiary Debt; (3) Subsidiary Debt created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a Domestic Restricted Subsidiary, and any related transactional fees, costs and expenses, provided such Subsidiary Debt is created, incurred, issued, assumed or Guaranteed within 18 months (or in the case of any Subsidiary Debt supported by an export credit agency, 24 months) after the later of (i) through (ix) the acquisition or the completion of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under any such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such timedevelopment, if anyoperation, that the Companyconstruction, in its sole discretionalteration, elects to classify repair or reclassify such Indebtedness as Incurred under any improvement of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interestproperty, accrual of dividendsassets or equipment, the accretion of accreted value or original issue discountwhichever is later, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.or

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor of the Company to Incur or suffer to exist any Debt except: (i1) Debt outstanding on the date of this Indenture; (2) Debt issued to guarantee the obligations of, or become a co-borrower with, and held by the Company or any a Wholly Owned Subsidiary Guarantorof the Company (provided that such Debt is at all times held by the Company or a Person which is a Wholly Owned Subsidiary of the Company); (3) Debt Incurred by a Person prior to the time (a) such Person became a Subsidiary of the Company, under any Credit Facility (b) such Person merges into or consolidates with a Subsidiary of the Company or any (c) another Subsidiary or (ii) to create, assume, Incur, issue or guarantee any Material Indebtedness of the Company merges into or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time consolidates with such Person is merged with or into, amalgamated with, or is consolidated into, (in a Subsidiary, or transaction in which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a SubsidiarySubsidiary of the Company), so long as such Indebtedness which Debt was not Incurred in anticipation of such Person becoming a Subsidiarytransaction and was outstanding prior to such transaction; (4) Debt which is exchanged for, and refinancing or replacement Indebtedness the proceeds of which are used to refinance or refund, any Debt permitted to be outstanding pursuant to Clauses (1) through (3) hereof (or any extension or renewal thereof), in respect thereof, so long as (A) the an aggregate principal amount thereof does not to exceed the principal amount of the Indebtedness Debt so exchanged, refinanced or refunded and provided such refinancing or refunding Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued (x) does not provide for payments of principal at the stated maturity of such Debt or by way of a sinking fund applicable to such Debt or by way of any mandatory redemption, defeasance, retirement or repurchase of such Debt by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of acceleration of such Debt upon an event of default thereunder), in each case prior to the stated maturity of the Debt being refinanced or replaced plus accrued refunded and unpaid interest thereon together with any reasonable fees, premiums (y) does not permit redemption or other retirement (including tender premiums) and expenses relating pursuant to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred an offer to purchase made by the same Person(sCompany) as of such Debt at the Indebtedness option of the holder thereof prior to the stated maturity of the Debt being refinanced or replaced; (iii) purchase money obligations and refinancing refunded, other than a redemption or replacement Indebtedness in respect thereof, so long as (A) other retirement at the principal amount thereof does not exceed the principal amount option of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums holder of such Debt (including tender premiums) and expenses relating pursuant to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred an offer to purchase made by the same Person(sCompany) as which is conditioned upon the Indebtedness being refinanced or replaced; (iv) Indebtedness change of control of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiumsCompany; and (ix5) Indebtedness Debt having a principal amount and liquidation value not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in excess of 20% of the Consolidated Net Tangible Assets of the Company in the aggregate at any time outstandingaggregate. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “ Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt” ), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a SubsidiarySubsidiary of the Company; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, so long as renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Indebtedness was not Incurred shall be created within 12 months of repaying, or terminating the commitments with respect to, the Indebtedness referred to in anticipation of such Person becoming a Subsidiarythis clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation, incurrence, issuance or assumption of such Subsidiary Debt or (ii) $780.0 million. The Company or any Subsidiary of the Company may, without Guaranteeing the Notes, create or incur Indebtedness that extends, renews, substitutes or replaces (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Indebtedness permitted pursuant to the preceding sentence; provided that any such extension, renewal, substitution or replacement of such Indebtedness shall be created within 12 months of repaying the Indebtedness being refinanced referred to in this sentence or replaced plus accrued the preceding sentence and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, substitution or replacement, so secured at the time of such extension, renewal, substitution or replacement. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’ s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in this Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon: (i) the release or discharge of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a) (other than a discharge of such Indebtedness (A) if such Indebtedness is a guarantee, as a result of payment under such guarantee or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) as a result of the acceleration of such refinancing Indebtedness due to a default or replacement Indebtedness an event of default under the terms thereof); (ii) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(sParent; (iii) defeasance or discharge of the Notes, as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in Trustee will execute any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified documents reasonably requested by the Company, Company in its sole discretion, such that it (or any portion thereof) will be deemed order to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Domestic Restricted Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness of the Company (any such Indebtedness or another Guarantee, “Subsidiary GuarantorDebt”), unlesswithout causing such Domestic Restricted Subsidiary to provide a Secured Note Guarantee, in until such time as such Indebtedness or Guarantee, as the case of clause (i) may be, is no longer outstanding or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreementin effect. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Subsidiary Debt in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness Subsidiary Debt of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by the Company or any Domestic Restricted Subsidiary of the Company or otherwise becomes a Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such Person becoming a Domestic Restricted Subsidiary) or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such Person becoming a Domestic Restricted Subsidiary, or which ) and is assumed by a Subsidiary such Subsidiary, other than any increase in connection with an acquisition of substantially all the assets amount of such Person, so long as Subsidiary Debt (including any increase in the amount of such Indebtedness was Subsidiary Debt arising pursuant to contractual commitments entered into prior to such acquisition) incurred in contemplation thereof; provided that any such Subsidiary Debt is not created in anticipation Guaranteed by any other Domestic Restricted Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (2) Subsidiary Debt owed to the Company or any Domestic Restricted Subsidiary or under Guarantees of any such Subsidiary Debt; (3) Subsidiary Debt created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a Domestic Restricted Subsidiary, and refinancing any related transactional fees, costs and expenses, provided such Subsidiary Debt is created, incurred, issued, assumed or replacement Indebtedness Guaranteed within 18 months (or in respect thereofthe case of any Subsidiary Debt supported by an export credit agency, so long as 24 months) after the later of (Ai) the principal acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, or (ii) the placing into commercial operation of such property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement (or, in each case, is incurred pursuant to firm commitment financing arrangements obtained within such period), and, provided further, that the outstanding amount thereof of such Subsidiary Debt, without duplication, does not exceed 100% of the principal fair value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved at the time such Subsidiary Debt is incurred; (4) Subsidiary Debt permitted to be secured by Liens permitted by clauses (4) or (5) of the definition of Permitted Lien (whether or not such Subsidiary Debt is in fact secured by such Liens) and any Guarantees thereof; or (5) Subsidiary Debt outstanding on the date of this Indenture and any extension, renewal, substitution, replacement, refinancing or refunding of any Subsidiary Debt existing on the date of this Indenture or referred to in clauses (1), (2), (3) or (4); provided that any Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment pursuant to amortization obligations with respect to such Subsidiary Debt) of the Subsidiary Debt referred to in this clause (5) or clauses (1), (2), (3) or (4) above and the outstanding amount of the Indebtedness Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall not exceed the outstanding amount of Subsidiary Debt being extended, renewed, substituted, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums or fees (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and expenses relating to other costs incurred, in connection with any such extension, renewal, substitution, replacement, refinancing or replacement refunding. (c) Notwithstanding Sections 4.07(a) and (B) such refinancing b), any Domestic Restricted Subsidiary of the Company may create, assume, incur, Guarantee or replacement otherwise become liable for Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of that would otherwise be subject to Section 4.07(a), without providing a Person existing at the time such Person becomes a SubsidiarySecured Note Guarantee, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiaryif after giving effect thereto, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof Aggregate Debt does not exceed an amount equal to the principal greatest of (1) $2.50 billion, (2) 15% of Consolidated Net Tangible Assets of the Company and (3) 1.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without providing a Secured Note Guarantee, extend, renew, substitute, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment pursuant to amortization obligations with respect to such Subsidiary Debt) of the Subsidiary Debt being extended, renewed, substituted, replaced, refinanced or refunded and the outstanding amount of the Indebtedness Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall not exceed the outstanding amount of Subsidiary Debt being extended, renewed, substituted, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums or fees (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by other reasonable amounts payable, plus the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) expenses and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasurycosts incurred, depository and cash management services or in connection with any automated clearing-house transfers such extension, renewal, substitution, replacement, refinancing or refunding. Notwithstanding anything herein to the contrary, Guarantees of funds; provided that such Indebtedness outstanding on the Issue Date under the New Credit Facility and under the Notes issued on the Issue Date shall be repaid in full within five Business Days of treated as incurred on the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations Issue Date under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligationsthis Section 4.07(c), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (cd) In For purposes of this Section 4.07, in the event that Indebtedness any Subsidiary Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Section 4.7(b)Subsidiary Debt in such Section, the Company, in its sole discretion, shall will classify, and may reclassify, such Subsidiary Debt and only be permitted required to classify include the amount and type of such Indebtedness Subsidiary Debt in one of clauses (1) through (5) of Section 4.07(b) or portion thereof) at Section 4.07(c), and Subsidiary Debt may be divided and classified and reclassified into more than one of the time types of its Incurrence in any manner that complies with this covenantSubsidiary Debt described above. In addition, for purposes of calculating compliance with this Section 4.07, in no event will the amount of any Subsidiary Debt be required to be included more than once despite the fact more than one Person is or becomes liable with respect to any related Indebtedness (or portion thereof) originally classified as Incurred pursuant to any for example, and for avoidance of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Companydoubt, in its sole discretion, such that it (the case where more than one Domestic Restricted Subsidiary incurs Subsidiary Debt or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently otherwise becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as liable for such Subsidiary becomes a Subsidiary Guarantor until such timeDebt, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release amount of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this IndentureDebt shall only be included once for purposes of such calculations). (e) For purposes Any Subsidiary of this the Company required to provide a Secured Note Guarantee pursuant to Section 4.7: 4.07(a) or that chooses to provide a Secured Note Guarantee shall (i) accrual of interest, accrual of dividends, execute and deliver to the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest Trustee a supplemental indenture substantially in the form of additional Indebtedness will not be deemed Exhibit B or in such other form reasonably satisfactory to be an Incurrence of Indebtedness; the Trustee pursuant to which such Subsidiary shall provide a Secured Note Guarantee, (ii) in determining compliance comply with any U.S. dollar-denominated restriction on the Incurrence of IndebtednessSection 4.12, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currencyapplicable, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) deliver to the maximum amount Trustee an Opinion of Indebtedness Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.07(e) shall evidence the Secured Note Guarantee by such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the Company and its Subsidiaries may Incur time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall not be deemed to be exceeded solely as a result constitute due delivery of fluctuations such Secured Note Guarantee set forth in the exchange rate this Indenture on behalf of currenciessuch Subsidiary.

Limitation on Subsidiary Debt. (a) The Company Borrower shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, issue assume or guarantee otherwise cause or suffer to exist, directly or indirectly, any Material Indebtedness of the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementDebt. (b) Clause Notwithstanding the foregoing (ii) of Section 4.7(a) shall not apply but subject to the provisions of subsections 7.10, 7.12 and 7.13 and the other provisions of this Agreement), each and all of the following items of IndebtednessDebt may be Incurred, assumed or otherwise caused or suffered to exist by a Subsidiary: (i) Indebtedness Debt outstanding as of the date of this Agreement; (ii) Debt owed by a Subsidiary to the Borrower; (iii) Debt Incurred to finance the development, acquisition, construction or operation of a Person existing Power Generation Facility in which such Subsidiary has a direct or indirect interest; provided that such Debt shall be permitted under this clause (iii) only to the extent of the amount thereof which is Non-Recourse to the Borrower and is Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility; (iv) Debt issued in exchange for, or the proceeds of which are used to Refinance, outstanding Debt of such Subsidiary otherwise permitted under this Agreement in an amount (or, if such new Debt provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, with an original issue price) not to exceed the amount so exchanged or Refinanced (plus accrued interest and fees and expenses related to such exchange or Refinancing), the amount so exchanged or Refinanced being equal to the lesser of (x) the principal amount or involuntary liquidation preference of the Debt so exchanged or Refinanced and (y) if the Debt being exchanged or Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as Refinancing; provided that (A) the new Debt shall be Non-Recourse to the Borrower to no lesser extent than the Debt to be exchanged or Refinanced, (B) the new Debt shall be Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility to no lesser extent than the Debt to be exchanged or Refinanced, and (C) the Average Life of the new Debt shall be equal to or greater than the Average Life of the Debt to be exchanged or Refinanced; (v) Debt issued in exchange for, or the proceeds of which are used to Refinance, outstanding Debt of such Subsidiary otherwise permitted under this Agreement in an amount (or, if such new Debt provides for an amount less than the principal amount thereof does to be due and payable upon a declaration of acceleration thereof, with an original issue price) in excess of the amount so exchanged or Refinanced (plus accrued interest and fees and expenses related to such exchange or Refinancing); provided that (A) the new Debt shall be Non-Recourse to the Borrower to no lesser extent than the Debt to be exchanged or Refinanced, (B) the new Debt shall be Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility to no lesser extent than the Debt to be exchanged or Refinanced, and (C) the Average Life of the new Debt shall be equal to or greater than the Average Life of the Debt to be exchanged or Refinanced; provided further that (x) after giving effect to the Incurrence of such new Debt and the retirement of the Debt to be exchanged or Refinanced, the Fixed Charge Ratio of the Borrower would be equal to or greater than 2.0 to 1 and (y) all of the following are satisfied: (i) such Subsidiary directly owns an interest in a Power Generation Facility; (ii) the Borrower shall have provided evidence reasonably satisfactory to the Required Lenders (including pro forma projections) demonstrating average and minimum debt service coverage ratios reasonably acceptable to the Required Lenders for such Subsidiary with respect to such new Debt; (iii) the proceeds of such new Debt are used solely by one or more Subsidiaries of the Borrower to finance the acquisition of an interest or interests in, or to make an initial equity investment in, one or more constructed and operating Power Generation Facilities; and (iv) the Borrowers shall have provided evidence reasonably satisfactory to the Required Lenders (including pro forma projections) that such acquisitions or investment, after taking into account the effect of such new Debt (but excluding the proceeds therefrom), are reasonably projected to increase the Parent Operating Cash Flow to an amount greater than otherwise reasonably projected for the fiscal year of the Borrower in which such acquisitions occurred or investments were made and for each of the four fiscal years of the Borrower next succeeding such fiscal year; (vi) Debt issued in exchange for, or the proceeds of which are used to Refinance, outstanding Debt which is not Non-Recourse to the Borrower or to any other Subsidiary in an amount (or if such new Debt provides for an amount less than the principal amount thereof to be due and payable upon a declaration or acceleration thereof, with an original issue price) not to exceed the amount so exchanged or Refinanced (plus accrued interest and fees and expenses related to such exchange or Refinancing), the amount so exchanged or Refinanced being equal to the lesser of (x) the principal amount of the Indebtedness being refinanced Debt so exchanged or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement Refinanced and (By) such refinancing if the Debt being so exchanged or replacement Indebtedness is Incurred by Refinanced was issued with an original issue discount, the same Person(saccreted value thereof (as determined in accordance with GAAP) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsRefinancing; provided that such Indebtedness the Average Life of the new Debt shall be repaid in full within five Business Days equal to or greater than the Average Life of the Incurrence thereofDebt to be exchanged or Refinanced; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for Debt Incurred to support the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like natureSubsidiary engaged in providing construction management or operating services to a Power Generation Facility; provided that such Debt shall be permitted under this clause (vii) only to the extent of the amount thereof which is Non-Recourse to the Borrower and is Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility; (viii) Hedging Obligations entered [intentionally omitted] (ix) Debt Incurred by a Person prior to the time: (A) such Person became a Subsidiary of the Borrower; (B) such Person merges with or into other than for speculative purposes and a Subsidiary of the financing Borrower; or (C) another Subsidiary of insurance premiumsthe Borrower merges with or into such Person (in a transaction in which such Person becomes a Subsidiary of the Borrower); provided that, giving effect to such transaction, such Debt could have been Incurred at the time of such merger or acquisition by the Borrower pursuant to subsection 7.2 or by the Subsidiary pursuant to either of clauses (iii) or (iv) of this paragraph (b) of this subsection 7.3; (x) Debt Incurred by a Subsidiary of which at least 80% of each class of Common Stock is owned, directly or indirectly, by the Borrower, to another Subsidiary of which at least 80% of each class of Common Stock is owned, directly or indirectly, by the Borrower; and (ixxi) Indebtedness not excepted Debt Incurred by clauses (i) through (viii) above; CMA under the CMA Credit Agreement and Debt Incurred by CEA under the CEA Credit Agreement, provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in (A) the aggregate of the Debt Incurred under the CMA Credit Agreement and the CEA Credit Agreement shall not be greater than $100,000,000 outstanding at any time outstanding. during calendar year 2000, shall not be greater than $92,500,000 outstanding at any time during calendar year 2001, and shall not be greater than $85,000,000 outstanding at any time during calendar year 2002 and any calendar year thereafter and (cB) In CMA shall not Incur any Debt under the CMA Credit Agreement (other than any increase provided to occur thereunder in the stated amount of either of the debt service reserve letters of credit issued thereunder with respect to the financing of the Cottage Grove power project and Whitewater power project) and CEA shall not Incur any Debt under the CEA Credit Agreement, unless, in either case, all of the following are satisfied: (1) the proceeds of such Debt are used solely by one or more Subsidiaries of the Borrower (but which is not CEA, CMA or a Subsidiary of CEA or CMA) to finance the acquisition of an interest or interests in, or to make an initial equity investment in, one or more constructed and operating Power Generation Facilities; and (2) the Borrower shall have provided evidence reasonably satisfactory to the Required Lenders (including pro forma projections) that such acquisitions or investment, after taking into account the effect of such borrowing (but excluding the proceeds therefrom), are reasonably projected to increase the Parent Operating Cash Flow to an amount greater than otherwise reasonably projected for the fiscal year of the Borrower in which such acquisitions occurred or investments were made and for each of the four fiscal years of the Borrower next succeeding such fiscal year. For purposes of determining any particular amount of Debt under this subsection 7.3, Guarantees of, or obligations with respect to letters of credit supporting, Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with the provisions of this subsection 7.3, in the event that Indebtedness an item of Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Section 4.7(b)Debt described in the above clauses, the CompanyBorrower, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at item of Debt and only be required to include the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time amount and type of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, Debt in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any one of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indentureclauses. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Subsidiary; provided that any Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of the 10.00% Notes or Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation, incurrence, issuance or assumption of such Subsidiary Debt or (ii) $780.0 million. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in this Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon: (i) the release or discharge of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a) (other than a discharge of such Indebtedness (A) if such Indebtedness is a guarantee, as a result of payment under such guarantee or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) as a result of the acceleration of such refinancing Indebtedness due to a default or replacement Indebtedness an event of default under the terms thereof); (ii) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(s) as the Indebtedness being refinanced or replacedParent; (iii) purchase money obligations and refinancing defeasance or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount discharge of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable feesNotes, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, Trustee will execute any documents reasonably required in its sole discretion, shall be permitted order to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall STBV will not cause or permit any Subsidiary that is not a Subsidiary Guarantor of its Subsidiaries (i) to guarantee other than the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (iiIssuer) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of STBV that is not a Guarantor (other than the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (iiIssuer), within 30 days thereof“Subsidiary Debt”), without Guaranteeing the Company causes such Subsidiary to become a Subsidiary Guarantor by executing payment of the principal of, premium, if any, and delivering a Guarantee Agreementinterest on the Notes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of STBV or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of STBV and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of STBV (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of STBV; provided that any such Indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) Indebtedness owed to STBV or any Subsidiary of STBV; (4) any Subsidiary Debt represented by any Guarantee of the 2023 Notes, the 2024 Notes, the 2025 Notes or the 2026 Notes or any Indebtedness or Guarantees under Permitted Bank Indebtedness; (5) Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred in connection with any automated clearing‑house transfers of funds or other fund transfer or payment processing services; (6) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that any such Person becoming a SubsidiaryIndebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations incurred in the ordinary course of business; (9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $300,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (b) in connection with the financing of insurance premiums or self‑insurance obligations or take‑or‑pay obligations contained in supply agreements, and (c) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness or other obligations referred to in clauses (1) through (9) or this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (12) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or replacement refunding of any Indebtedness existing on the Issue Date or referred to in respect thereofclauses (1), (2) and (4); provided (x) that any Indebtedness incurred to so long as extend, renew, replace, refinance or refund has a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness referred to in this clause or clauses (A1), (2) and (4) above being extended, renewed, replaced, refinanced or refunded, and (y) the principal amount thereof does of the Indebtedness incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of the Indebtedness being extended, renewed, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses relating to and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or replacement refunding. (c) Notwithstanding Sections 4.09(a) and (Bb), STBV or any Subsidiary of STBV may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $3,250,000,000, and (b) 3.25 times EBITDA of STBV for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided (x) that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund has a Weighted Average Life to Maturity at the time such refinancing or replacement Indebtedness Subsidiary Debt is Incurred by incurred that is not less than the same Person(s) as remaining Weighted Average Life to Maturity of the Indebtedness Subsidiary Debt being extended, renewed, replaced, refinanced or replaced; refunded, and (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (Ay) the principal amount thereof does of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of the Indebtedness Subsidiary Debt being extended, renewed, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasurycosts incurred, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of creditextension, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensationrenewal, unemployment insurance and other social security legislation and (ii) tendersreplacement, bids, trade contracts, leases (other than capitalized lease obligations refinancing or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassificationrefunding. (d) Indebtedness Incurred pursuant Notwithstanding anything to clauses the contrary, (i) through in the event that any Wholly Owned Subsidiary of STBV (ixother than a Released Guarantor or STFC) Guarantees the obligations of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary any Credit Agreement Borrower, or if any Released Guarantor shall cease provide any such Guarantee following its Guarantees Release, STBV and the Issuer shall cause such Wholly Owned Subsidiary, subject to be outstanding under such clause at such time as such Subsidiary becomes the receipt of any necessary regulatory approvals, to provide a Subsidiary Guarantor until such time, if any, that Note Guarantee by executing and delivering to the Company, Trustee a supplemental indenture and a Notation of Guarantee in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any accordance with the terms of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) if any Released Guarantor shall not have been released from its guarantee of the obligations of each Credit Agreement Borrower under the Credit Agreement pursuant to the Credit Facilities Amendment or otherwise within ninety (90) days after the Issue Date, then STBV and the Issuer shall (x) notify the Trustee thereof and (y) cause such Released Guarantor, subject to the receipt of any necessary regulatory approvals, to provide a Note Guarantee by executing and delivering to the Trustee, within ten (10) Business Days after such ninetieth day, a supplemental indenture and a Notation of Guarantee in determining compliance accordance with any U.S. dollar-denominated restriction on the Incurrence terms of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currencythis Indenture, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur STFC shall not be deemed a guarantor of the Notes on the Issue Date, and in no event shall STFC be required to be exceeded solely as provide a result Note Guarantee unless it shall have become a guarantor of fluctuations in the exchange rate of currenciesExisting Notes.

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any of its Restricted Subsidiaries or any Eligible Joint Venture, to Incur any Debt. (b) Notwithstanding the provisions of Section 1009(a), each and all of the following Debt may be Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor or an Eligible Joint Venture: (i) Debt outstanding as of the Issue Date of the Securities, (ii) Debt owed by a Restricted Subsidiary or an Eligible Joint Venture to guarantee the obligations of, or become a co-borrower with, the Company or any another Restricted Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, issue or guarantee any Material Indebtedness of the Company or another Eligible Joint Venture that either directly or indirectly owns all or a portion of the Company's interest in, or directly or indirectly is owned by, such Restricted Subsidiary Guarantoror such Eligible Joint Venture, unless, in as the case of clause (i) or (ii)may be, within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness Non-Recourse Debt Incurred in respect thereofof one or more Permitted Facilities, so long as provided that such Restricted Subsidiary or such Eligible Joint Venture has a direct or indirect interest (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred which may include Construction Financing provided by the same Person(sCompany to the extent permitted under Section 1010 as a "Permitted Investment") as the Indebtedness being refinanced in one or replaced; more of such Permitted Facilities in respect of which one or more Restricted Subsidiaries or Eligible Joint Ventures shall have a direct or indirect interest, (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; Refinancing Debt, (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; Acquired Debt, (vi) Indebtedness owed Debt in respect of any overdrafts and related liabilities arising from treasuryCurrency Protection Agreements or Interest Rate Protection Agreements, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees Permitted Funding Company Loans and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; Permitted Facilities Debt, provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) thereof and after giving effect to the extent that such reclassified Indebtedness (or portion application of the proceeds thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent aggregate principal amount of Indebtedness denominated in a foreign currency Permitted Facilities Debt shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount 15% of such Indebtedness being refinanced or replaced; and (iii) the maximum amount total consolidated Debt of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations computed in the exchange rate of currenciesaccordance with GAAP.

Limitation on Subsidiary Debt. (a) The Company Borrower shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, issue assume or guarantee otherwise cause or suffer to exist, directly or indirectly, any Material Indebtedness of the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementDebt. (b) Clause (ii) Notwithstanding the foregoing, each and all of Section 4.7(a) shall not apply to the following items of IndebtednessDebt may be Incurred by a Subsidiary: (i) Indebtedness Debt outstanding as of the date of this Agreement; (ii) Debt owed by a Subsidiary to the Borrower; (iii) Debt Incurred to finance the development, acquisition, construction or operation of a Person existing Power Generation Facility in which such Subsidiary has a direct or indirect interest; provided that such Debt shall be permitted under this clause (iii) only to the extent of the amount thereof which is Non-Recourse to the Borrower and is Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility; (iv) Debt issued in exchange for, or the proceeds of which are used to Refinance, outstanding Debt of such Subsidiary otherwise permitted under this Agreement in an amount (or, if such new Debt provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, with an original issue price) not to exceed the amount so exchanged or Refinanced (plus accrued interest and fees and expenses related to such exchange or Refinancing), the amount so exchanged or Refinanced being equal to the lesser of (x) the principal amount or involuntary liquidation preference of the Debt so exchanged or Refinanced and (y) if the Debt being exchanged or Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as Refinancing; provided that (A) the new Debt shall be Non-Recourse to the Borrower to no lesser extent than the Debt to be exchanged or Refinanced, (B) the new Debt shall be Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility to no lesser extent than the Debt to be exchanged or Refinanced, and (C) the Average Life of the new Debt shall be equal to or greater than the Average Life of the Debt to be exchanged or Refinanced; (v) Debt issued in exchange for, or the proceeds of which are used to Refinance, outstanding Debt of such Subsidiary otherwise permitted under this Agreement in an amount (or, if such new Debt provides for an amount less than the principal amount thereof does to be due and payable upon a declaration of acceleration thereof, with an original issue price) in excess of the amount so exchanged or Refinanced (plus accrued interest and fees and expenses related to such exchange or Refinancing); provided that (A) the new Debt shall be Non-Recourse to the Borrower to no lesser extent than the Debt to be exchanged or Refinanced, (B) the new Debt shall be Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility to no lesser extent than the Debt to be exchanged or Refinanced, and (C) the Average Life of the new Debt shall be equal to or greater than the Average Life of the Debt to be exchanged or Refinanced; provided further that, after giving effect to the Incurrence of such new Debt and the retirement of the Debt to be exchanged or Refinanced, the Fixed Charge Ratio of the Borrower would be equal to or greater than 2.0 to 1; (vi) Debt issued in exchange for, or the proceeds of which are used to Refinance, outstanding Debt which is not Non-Recourse to the Borrower or to any other Subsidiary in an amount (or if such new Debt provides for an amount less than the principal amount thereof to be due and payable upon a declaration or acceleration thereof, with an original issue price) not to exceed the amount so exchanged or Refinanced (plus accrued interest and fees and expenses related to such exchange or Refinancing), the amount so exchanged or Refinanced being equal to the lesser of (x) the principal amount of the Indebtedness being refinanced Debt so exchanged or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement Refinanced and (By) such refinancing if the Debt being so exchanged or replacement Indebtedness is Incurred by Refinanced was issued with an original issue discount, the same Person(saccreted value thereof (as determined in accordance with GAAP) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsRefinancing; provided that such Indebtedness the Average Life of the new Debt shall be repaid in full within five Business Days equal to or greater than the Average Life of the Incurrence thereofDebt to be exchanged or Refinanced; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for Debt Incurred to support the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like natureSubsidiary engaged in providing construction management or operating services to a Power Generation Facility; provided that such Debt shall be permitted under this clause (vii) only to the extent of the amount thereof which is Non-Recourse to the Borrower and is Non-Recourse to any other Subsidiary with a direct or indirect interest in any other Power Generation Facility; (viii) Hedging Obligations entered into other than for speculative purposes Debt of a Subsidiary Incurred solely to finance the development, acquisition, construction or operation of a Power Generation Facility in which such Subsidiary, the Borrower or another Subsidiary has a direct or indirect interest; provided, that after giving effect to the Incurrence of such new Debt and the financing retirement of insurance premiumsany Debt to be exchanged or Refinanced, the Fixed Charge Ratio of the Borrower would be equal to or greater than 2.0 to 1; (ix) Debt Incurred by a Person prior to the time: (A) such Person became a Subsidiary of the Borrower; (B) such Person merges with or into a Subsidiary of the Borrower; or (C) another Subsidiary of the Borrower merges with or into such Person (in a transaction in which such Person becomes a Subsidiary of the Borrower); provided that, giving effect to such transaction, such Debt could have been Incurred at the time of such merger or acquisition by the Borrower pursuant to subsection 7.2 or by the Subsidiary pursuant to either of clauses (iii) or (iv) of this paragraph (b) of this subsection 7.3; and (ixx) Indebtedness not excepted Debt Incurred by clauses (i) through (viii) above; provided that after giving effect theretoa Subsidiary of which at least 80% of each class of Common Stock is owned, Exempted directly or indirectly, by the Borrower, to another Subsidiary of which at least 80% of each class of Common Stock is owned, directly or indirectly, by the Borrower. For purposes of determining any particular amount of Debt does not exceed $250.0 million under this subsection 7.3, Guarantees of, or obligations with respect to letters of credit supporting, Debt otherwise included in the aggregate at any time outstanding. (c) In determination of such particular amount shall not be included. For purposes of determining compliance with the provisions of this subsection 7.3, in the event that Indebtedness an item of Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Section 4.7(b)Debt described in the above clauses, the CompanyBorrower, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at item of Debt and only be required to include the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time amount and type of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, Debt in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any one of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indentureclauses. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The the Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a non-Guarantor Subsidiary of the Company or another Company, “Non-Guarantor Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Non-Guarantor Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Restricted Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Restricted Subsidiary; provided that any Indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, contemplation thereof and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does is not exceed the principal amount Guaranteed by any other Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedCompany; (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Restricted Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) Indebtedness owed to the Company or any Guarantor; (4) Indebtedness outstanding on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the Indenture or referred to in clauses (1), (2) or (3); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (1), (2) or (3) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or fee payable in connection with any automated clearing-house transfers such extension, renewal, replacement or refunding, so secured at the time of fundssuch extension, renewal, replacement or refunding; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof;and (vii5) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingReceivables Facility. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The So long as any Notes are outstanding, the Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a non-Guarantor Subsidiary of the Company or another Company, “Non-Guarantor Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereof, without concurrently Guaranteeing the Company causes such Subsidiary to become a Subsidiary Guarantor by executing payment of the Principal of and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall interest on the Notes on an unsecured unsubordinated basis. This restriction does not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Non-Guarantor Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Restricted Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Restricted Subsidiary; provided that any Indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, contemplation thereof and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does is not exceed the principal amount Guaranteed by any other Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedCompany; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Restricted Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to the Company or any Guarantor; (iv) Indebtedness outstanding on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the Indenture or referred to in clauses (i), (ii) or (iii); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (i), (ii) or (iii) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together fee payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to such refinancing renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereofrefunding, so long as (A) secured at the principal amount thereof does not exceed the principal amount time of the Indebtedness being refinanced such extension, renewal, replacement or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary;refunding; and (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof;a Receivables Facility. (viib) Indebtedness Notwithstanding the limitations on Non-Guarantor Subsidiary Debt described in respect Section 5.02(a), the Company and any of letters its Restricted Subsidiaries may create, incur, issue, assume or Guarantee Non-Guarantor Subsidiary Debt, without Guaranteeing the Notes, if at the time of creditsuch creation, bank guarantees incurrence, issuance, assumption or Guarantee, after giving effect thereto and similar instruments issued for to the account retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all such Non-Guarantor Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases Debt which would otherwise be subject to such restrictions (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by Non-Guarantor Subsidiary Debt which is described in clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ixv) of Section 4.7(b5.02(a), ) plus the Company, in its sole discretion, shall be permitted to classify aggregate amount (without duplication) of (x) all Indebtedness secured by Mortgages (not including any such Indebtedness (or portion thereof) at the time of its Incurrence secured by Mortgages described in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ixvii) of Section 4.7(b5.01(a)) may later be reclassified by and (y) all Attributable Debt of the Company, Company and any of its Subsidiaries in its sole discretion, such that it respect of Sale and Leaseback Transactions (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to with the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time exception of such reclassification. (d) Indebtedness Incurred pursuant to transactions which are permitted under clauses (i) through (ixiv) of Section 4.7(b5.03) does not exceed 15% of Consolidated Net Tangible Assets. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 5.02(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the Form of Exhibit B or otherwise satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture in respect of the Notes on the terms set forth in the Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by a Subsidiary that subsequently becomes a each Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes of a Subsidiary Guarantor until such time, if any, that supplemental indenture in the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any form of such clauses to permit Exhibit B evidences the release Note Guarantee of such Subsidiary Guarantor’s , whether or not the person signing as an officer of the Subsidiary Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee as permitted under this Indenture. (e) For purposes set forth in the Indenture on behalf of this Section 4.7each Subsidiary Guarantor. The Note Guarantee of a Subsidiary Guarantor will terminate upon: (i) accrual the release or discharge (other than a discharge through payment thereon) of interest, accrual the Indebtedness of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest such Subsidiary that resulted in the form of additional Indebtedness will not be deemed obligation to be an Incurrence of IndebtednessGuarantee the Notes pursuant to Section 5.02(a); (ii) in determining compliance with any U.S. dollar-denominated restriction on a sale or other disposition (including by way of consolidation or merger) of the Incurrence Capital Stock of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date Subsidiary such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as Subsidiary is no longer a result Subsidiary of fluctuations in the exchange rate of currencies.Parent Guarantor;

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not of its Domestic Restricted Subsidiaries other than a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness (any such Indebtedness or Guarantee, “Subsidiary Debt”), without causing such Domestic Restricted Subsidiary to Guarantee the payment of the Company principal of, premium, if any, and interest on the Notes on an unsecured unsubordinated basis until such time as such Indebtedness or another Subsidiary GuarantorGuarantee, unless, in as the case of clause (i) may be, is no longer outstanding or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreementin effect. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Subsidiary Debt in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness Subsidiary Debt of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by the Company or any Domestic Restricted Subsidiary of the Company or otherwise becomes a Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such merger, amalgamated withconsolidation or other acquisition of such Person or such Person otherwise becoming a Domestic Restricted Subsidiary) or at the time of a sale, lease or is consolidated intoother disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such sale, lease or other disposition of such Person to a Domestic Restricted Subsidiary, or which ) and is assumed by a Subsidiary such Subsidiary, other than any increase in connection with an acquisition of substantially all the assets amount of such Person, so long as Subsidiary Debt (including any increase in the amount of such Indebtedness was Subsidiary Debt arising pursuant to contractual commitments entered into prior thereto) incurred in contemplation thereof; provided that any such Subsidiary Debt is not created in anticipation Guaranteed by any other Domestic Restricted Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (2) Subsidiary Debt owed to the Company or any Domestic Restricted Subsidiary or under Guarantees of any such Subsidiary Debt; (3) Subsidiary Debt created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a Subsidiary, and refinancing any related transactional fees, costs and expenses, provided such Subsidiary Debt is created, incurred, issued, assumed or replacement Indebtedness Guaranteed within 18 months (or in respect thereofthe case of any Subsidiary Debt supported by an export credit agency, so long as 24 months) after the later of (Ai) the principal acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, or (ii) the placing into commercial operation of such property, assets or equipment after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement (or, in each case, is incurred pursuant to firm commitment financing arrangements obtained within such period), and, provided further, that the outstanding amount thereof of such Subsidiary Debt, without duplication, does not exceed 100% of the fair value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved at the time such Subsidiary Debt is incurred; (4) Subsidiary Debt with respect to (i) Permitted Bank Indebtedness, (ii) Permitted Asset Financing Transactions, and (iii) the grant of a Lien on Equity Interests of an Excluded Subsidiary or rights to any distributions thereon; (5) Subsidiary Debt permitted to be secured by Liens permitted by clauses (5) or (6) of the definition of Permitted Liens (whether or not such Subsidiary Debt is in fact secured by such Liens) and any Guarantees thereof; (6) Subsidiary Debt outstanding on the Issue Date (excluding Subsidiary Debt with respect to Permitted Bank Indebtedness) (or, in the case of an existing revolving credit facility, the maximum principal amount provided for thereunder on the date of this Indenture); (7) Indebtedness that a Domestic Restricted Subsidiary becomes liable for pursuant to a Guarantee or other obligation that was not prohibited at the time it was entered into; or (8) any extension, renewal, amendment, substitution, replacement, refinancing or refunding of any Subsidiary Debt referred to in this or any of the preceding clauses (1) through (7); provided that any such Subsidiary Debt incurred to so extend, renew, amend, substitute, replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment pursuant to amortization obligations with respect to such Subsidiary Debt) referred to in this or any of the preceding clauses (1) through (7), and the outstanding amount of the Indebtedness Subsidiary Debt incurred to so extend, renew, amend, substitute, replace, refinance or refund shall not exceed the outstanding amount (or, in the case of an existing revolving credit facility, the maximum principal amount provided for thereunder on the date of this Indenture) of Subsidiary Debt being extended, renewed, amended, substituted, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums or fees (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and expenses relating to other costs incurred, in connection with any such extension, renewal, amendment, substitution, replacement, refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced;refunding. (iic) Notwithstanding Sections 4.07(a) and 4.07(b), any Domestic Restricted Subsidiary of the Company may create, assume, incur, Guarantee or otherwise become liable for Indebtedness of a Person existing that would otherwise be subject to Section 4.07(a), without Guaranteeing the Notes, if after giving effect thereto and at the time such Person becomes a Subsidiaryof determination, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof Aggregate Debt does not exceed an amount equal to the greatest of (1) $3.0 billion, (2) 15% of Consolidated Net Tangible Assets of the Company and (3) 2.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, amend, substitute, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, amend, substitute, replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment pursuant to amortization obligations with respect to such Subsidiary Debt) of the Subsidiary Debt being extended, renewed, amended, substituted, replaced, refinanced or refunded and the outstanding amount of the Indebtedness Subsidiary Debt incurred to so extend, renew, amend, substitute, replace, refinance or refund Subsidiary Debt permitted by this provision shall not exceed the outstanding amount of Subsidiary Debt being extended, renewed, amended, substituted, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums or fees (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by other reasonable amounts payable, plus the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) expenses and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasurycosts incurred, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of creditextension, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensationrenewal, unemployment insurance and other social security legislation and (ii) tendersamendment, bidssubstitution, trade contractsreplacement, leases (other than capitalized lease obligations refinancing or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingrefunding. (cd) In For purposes of this Section 4.07, in the event that Indebtedness any Subsidiary Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Subsidiary Debt in this Section 4.7(b)4.07, the Company, in its sole discretion, shall will classify, and may reclassify, such Subsidiary Debt and only be permitted required to classify include the amount and type of such Indebtedness Subsidiary Debt in one of clauses (1) through (8) of Section 4.07(b) or portion thereof) at Section 4.07(c), and Subsidiary Debt may be divided and classified and reclassified into more than one of the time types of its Incurrence in any manner that complies with this covenantSubsidiary Debt described above. In addition, for purposes of calculating compliance with this Section 4.07, in no event will the amount of any Subsidiary Debt be required to be included more than once despite the fact more than one Person is obligated with respect to any related Indebtedness (or portion thereof) originally classified as Incurred pursuant to any for example, and for avoidance of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Companydoubt, in its sole discretionthe case where more than one Domestic Restricted Subsidiary incurs or otherwise becomes liable for Subsidiary Debt, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release amount of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this IndentureDebt shall only be included once for purposes of such calculations). (e) For purposes Any Subsidiary of this the Company required to Guarantee the Notes pursuant to Section 4.7: 4.07(a) or that chooses to Guarantee the Notes shall (i) accrual of interest, accrual of dividends, execute and deliver to the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest Trustee a supplemental indenture substantially in the form of additional Indebtedness Exhibit B or in such other form reasonably satisfactory to the Trustee pursuant to which such Subsidiary will not be deemed agree to be an Incurrence a Guarantor under this Indenture and be bound by the terms of Indebtedness; this Indenture applicable to Guarantors, including, but not limited to, Article 10 and (ii) in determining compliance with any U.S. dollar-denominated restriction on deliver to the Incurrence Trustee an Opinion of IndebtednessCounsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.07(e) shall evidence the Guarantee of the Notes by such Subsidiary, whether or not the U.S. dollar-equivalent principal amount person signing as an officer of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, Subsidiary still holds that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated office at the relevant currency exchange rate in effect on time of authentication of any Note. The delivery of any Note by the date Trustee after authentication shall constitute due delivery of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount Note Guarantee set forth in this Indenture on behalf of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesSubsidiary.

Limitation on Subsidiary Debt. (a) The Company shall Issuer will not cause or permit any of its Subsidiaries (other than any Excluded Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (iifor so long as it constitutes an Excluded Subsidiary) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any such Indebtedness of a Subsidiary of the Company or another Issuer, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), without, within 30 60 days thereofof creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist such Subsidiary Debt, entering into a supplemental indenture pursuant to which it agrees to provide a Note Guarantee. Notwithstanding anything else in this Indenture, the Company causes Notes or any Note Guarantee, a Subsidiary of the Issuer will not be required to provide a Note Guarantee pursuant to the foregoing restriction or otherwise as a result of such Subsidiary creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to become a exist any Subsidiary Guarantor by executing and delivering a Guarantee Agreement. Debt described in clauses (b1) Clause through (ii12) of Section 4.7(a) shall not apply to the following items of Indebtednessbelow: (i1) Indebtedness of a Person existing at the time it is merged, combined, amalgamated or consolidated with or into any such Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person is merged with (or into, amalgamated with, a division thereof) as an entirety or is consolidated into, a Subsidiary, or which substantially as an entirety to any such Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary (other than any Guarantee existing at the time of such merger, combination, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued assets and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness that was not Incurred issued in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness (any such Indebtedness of a Subsidiary of the Company Company, “Subsidiary Debt”), without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes on an unsecured unsubordinated basis until such time as such Indebtedness or another Subsidiary GuarantorGuarantee, unless, in as the case of clause (i) may be, is no longer outstanding or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreementin effect. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by the Company or any Subsidiary of the Company or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Company; provided that any such Indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) Indebtedness owed to the Company or any Subsidiary of such Person becoming the Company; (4) Indebtedness created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a Subsidiary, and refinancing any related transactional fees, costs and expenses; provided such Indebtedness is created, incurred, issued, assumed or replacement Indebtedness in respect thereof, so long as Guaranteed within 18 months after the later of (Ai) the principal acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, or (ii) the placing into commercial operation of such Principal Property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement (or, in each case, is incurred pursuant to firm commitment financing arrangements obtained within such period); and provided further that the outstanding amount thereof of such Indebtedness, without duplication, does not exceed the principal amount 100% of the Indebtedness being refinanced fair value of the property or replaced plus accrued and unpaid interest thereon together with any reasonable feesequipment acquired or developed, premiums (including tender premiums) and expenses relating to operated, constructed, altered, repaired or improved at the time such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedincurred; (iii5) purchase money obligations and refinancing any Subsidiary Debt represented by any Guarantee of any Indebtedness or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedGuarantees under Permitted Bank Indebtedness; (iv6) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed Guarantees in respect of any overdrafts netting services, business credit card programs, purchase cards, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house clearing‑house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii7) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business; provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (8) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (9) reimbursement obligations under incurred in the ordinary course of business; (i10) client advances and deposits received in the ordinary course of business; (11) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $75,000,000 at any time outstanding; (12) Indebtedness incurred to pay or finance all or any part of the purchase price or cost of development, operation, construction, alteration, repair, or improvement of the Hoofddorp Campus and any related transactional fees, costs and expenses; (13) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self‑insurance obligations or take‑or‑pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii10) aboveor this clause (13), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (14) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or refunding of any Indebtedness existing on the Issue Date or referred to in clauses (1), (2) and (4); provided that any Indebtedness incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness referred to in this clause or clauses (1), (2) and (4) above and the principal amount of the Indebtedness incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Indebtedness being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.07(a) and (b), any Subsidiary of the Company may, create, incur, issue, assume, Guarantee or otherwise become liable for Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.07(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Exempted Aggregate Debt does not exceed an amount equal to the greater of (a) $250.0 million 500,000,000, and (b) 2.5 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses and other costs incurred, in the aggregate at connection with any time outstandingsuch extension, renewal, replacement, refinancing or refunding. (cd) In the event that Indebtedness For purposes of this Section 4.07, if any Subsidiary Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Section 4.7(b)Subsidiary Debt described herein, the Company, in its sole discretion, shall will classify, and may reclassify, such Subsidiary Debt and only be permitted required to classify include the amount and type of such Indebtedness (or portion thereof) at Subsidiary Debt in one of the time numbered paragraphs under Section 4.07(b), and Subsidiary Debt may be divided and classified and reclassified into more than one of its Incurrence in any manner that complies with this covenantthe types of Subsidiary Debt under Section 4.07(b). In addition, for purposes of calculating compliance with this Section 4.07, in no event will the amount of any Subsidiary Debt be required to be included more than once despite the fact more than one Person is or becomes liable with respect to any related Indebtedness (or portion thereof) originally classified as Incurred pursuant to any for example, and for avoidance of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Companydoubt, in its sole discretion, such that it (the case where more than one Subsidiary incurs Subsidiary Debt or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently otherwise becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as liable for such Subsidiary becomes a Subsidiary Guarantor until such timeDebt, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release amount of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this IndentureDebt shall only be included once for purposes of such calculations). (e) For purposes Notwithstanding anything to the contrary, in the event that any Wholly Owned Subsidiary of the Company guarantees the obligations of the Company under the Credit Agreement, such Wholly Owned Subsidiary shall also provide a Note Guarantee by executing and delivering to the Trustee a supplemental indenture and Notation of Guarantee in accordance with the terms of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesIndenture.

Limitation on Subsidiary Debt. (a) The Company Borrower shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, issue assume or guarantee otherwise cause or suffer to exist, directly or indirectly, any Material Indebtedness of the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementDebt. (b) Clause Notwithstanding the foregoing (ii) of Section 4.7(a) shall not apply but subject to the provisions of subsections 7.10, 7.12 and 7.13 and the other provisions of this Agreement), each and all of the following items of IndebtednessDebt may be Incurred, assumed or otherwise caused or suffered to exist by a Subsidiary: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long Debt outstanding as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaceddate of this Agreement; (ii) Indebtedness of Debt owed by a Person existing at Subsidiary to the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedBorrower; (iii) purchase money obligations and refinancing Debt Incurred to finance the development, acquisition, construction or replacement Indebtedness operation of a Power Generation Facility in respect thereof, so long as which such Subsidiary has a direct or indirect interest; provided that such Debt shall be permitted under this clause (Aiii) only to the principal extent of the amount thereof does not exceed which is Non-Recourse to the principal amount of the Indebtedness being refinanced Borrower and is Non-Recourse to any other Subsidiary with a direct or replaced plus accrued and unpaid indirect interest thereon together with in any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedother Power Generation Facility; (iv) Indebtedness Debt issued in exchange for, or the proceeds of the Company owing which are used to and held by any Refinance, outstanding Debt of such Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries otherwise permitted under this Agreement in an aggregate amount (or, if such new Debt provides for an amount less than the principal amount at any one time outstanding thereof to be due and payable upon a declaration of acceleration thereof, with an original issue price) not to exceed $250.0 million; the amount so exchanged or Refinanced (vi) Indebtedness owed in respect of any overdrafts plus accrued interest and fees and expenses related liabilities arising from treasury, depository and cash management services to such exchange or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(bRefinancing), the Companyamount so exchanged or Refinanced being equal to the lesser of (x) the principal amount or involuntary liquidation preference of the Debt so exchanged or Refinanced and (y) if the Debt being exchanged or Refinanced was issued with an original issue discount, the accreted value thereof (as determined in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereofaccordance with GAAP) at the time of its Incurrence in any manner such Refinancing; provided that complies with this covenant. In addition, any Indebtedness (or portion thereofA) originally classified as Incurred pursuant the new Debt shall be Non-Recourse to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed Borrower to no lesser extent than the Debt to be Incurred pursuant exchanged or Refinanced, (B) the new Debt shall be Non-Recourse to any other clause of Section 4.7(b) Subsidiary with a direct or indirect interest in any other Power Generation Facility to no lesser extent than the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease Debt to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such timeexchanged or Refinanced, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Subsidiary; provided that any Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation, incurrence, issuance or assumption of such Subsidiary Debt or (ii) $780.0 million. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in this Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon: (i) the release or discharge of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a) (other than a discharge of such Indebtedness (A) is such Indebtedness is a guarantee, as a result of payment under such guarantee or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) as a result of the acceleration of such refinancing Indebtedness due to a default or replacement Indebtedness an event of default under the terms thereof); (ii) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(s) as the Indebtedness being refinanced or replacedParent; (iii) purchase money obligations and refinancing defeasance or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount discharge of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable feesNotes, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, Trustee will execute any documents reasonably required in its sole discretion, shall be permitted order to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall Issuer will not cause or permit any of its Subsidiaries (other than any Excluded Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (iifor so long as it constitutes an Excluded Subsidiary) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any such Indebtedness of a Subsidiary of the Company or another Issuer, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), without, within 30 60 days thereofof creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist such Subsidiary Debt, entering into a supplemental indenture pursuant to which it agrees to provide a Note Guarantee. Notwithstanding anything else in this Indenture, the Company causes Notes or any Note Guarantee, a Subsidiary of the Issuer will not be required to provide a Note Guarantee pursuant to the foregoing restriction or otherwise as a result of such Subsidiary creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to become a exist any Subsidiary Guarantor by executing and delivering a Guarantee Agreement. Debt described in clauses (b1) Clause through (ii12) of Section 4.7(a) shall not apply to the following items of Indebtednessbelow: (i1) Indebtedness of a Person existing at the time it is merged, combined or amalgamated with or into or consolidated with or into any such Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person is merged with (or into, amalgamated with, a division thereof) as an entirety or is consolidated into, a Subsidiary, or which substantially as an entirety to any such Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other such Subsidiary (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Issuer; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii3) purchase money obligations and refinancing Indebtedness owed to the Issuer or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount any Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedIssuer; (iv4) Indebtedness (including Capital Lease Obligations), Disqualified Stock and preferred stock incurred or issued by the Issuer or any Subsidiary of the Company owing Issuer, to finance the purchase, lease, construction, installation, development, repair, replacement or improvement of property (real or personal) or equipment that is used or useful in a similar business, including through the direct purchase of assets or the Capital Stock of any Person owning such assets, and held by all Permitted Refinancing Indebtedness incurred to refinance any Subsidiary Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (4); provided, however, that such Indebtedness exists at the date of such purchase, lease, construction, installation, repair, replacement or Indebtedness improvement or is created within 270 days of a Subsidiary owing to and held by the Company or any other Subsidiarycompletion thereof; (v5) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of fundsfunds or other fund transfer or payment processing services; (6) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that any such Indebtedness shall be repaid in full or Guarantee is extinguished within five Business Days of the Incurrence thereofits incurrence; (vii7) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary (i) reimbursement obligations incurred in the ordinary course of business supporting obligations under (i) with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensationcompensation claims, unemployment performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance and or self-insurance, or other social security legislation Indebtedness with respect to reimbursement or indemnification obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance and (ii) tendersIndebtedness of any Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, bidsin a principal amount not in excess of the stated amount of such letter of credit; (8) client advances and deposits received in the ordinary course of business; (a) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an aggregate principal amount at any time outstanding pursuant to this clause (9) not to exceed the greater of (i) $100.0 million and (ii) 4.50% of Consolidated Total Assets, trade contractsdetermined as of the end of the Issuer’s most recently ended fiscal quarter for which a balance sheet is available (or the equivalent thereof, leases measured at the time of each incurrence, in the applicable foreign currency) and (b) Indebtedness of any Finance Subsidiary and the extension, renewal, replacement or refinancing thereof; (10) Indebtedness or Guarantees incurred (i) in respect of workers’ compensation claims, payment obligations in connection with health or other than capitalized lease obligations types of social security benefits, unemployment or synthetic lease obligations), statutory or regulatory obligations, surety bonds, other insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiiii) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixiii) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii8) or this clause (10), payment (other than for payment of Indebtedness) aboveand completion Guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; (11) Indebtedness outstanding on the Issue Date (other than the Subsidiaries’ Guarantees of the Term Loan Facility and the ABL Revolving Credit Facility) and any Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge, any Indebtedness existing on the Issue Date or referred to, or incurred under, clauses (1), (2), (4) or (9)(a) above or (12) below; provided provided, however, that any Permitted Refinancing Indebtedness incurred pursuant to this clause (11) with respect to clauses (1), (2), (4) or (9)(a) above or (12) below, as the case may be, shall, for purposes of determining amounts outstanding and the availability under the applicable such clause, be deemed to be outstanding under such clauses (1), (2), (4) or (9)(a) above or (12) below, as applicable, and not this clause (11); or (12) Indebtedness or Guarantees created or incurred by any Subsidiary of the Issuer, if, as of the date such Indebtedness is incurred and after giving effect theretoto such incurrence, Exempted Aggregate Net Availability Debt does not exceed the greatest of (a) $250.0 million 685.0 million, (b) 15% of the Consolidated Net Tangible Assets of the Issuer measured as of the date any such Indebtedness is incurred (after giving pro forma effect to the application of the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (c) 2.75 times EBITDA of the aggregate at Issuer for the Applicable Measurement Period. (b) Any such Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any time outstandingSubsidiary Debt permitted pursuant to Section 1011(a); provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) In For purposes of determining compliance with this Section 1011, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this Section 1011 under clauses (a)(1) through (a)(12) above) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Subsidiary Debt described in clauses of (ia)(1) through (ixa)(12) of Section 4.7(b)above, the Company, in its sole discretion, shall Issuer will be permitted to classify such item of Indebtedness (or portion thereof) at on the time date of its Incurrence in any manner that complies with this covenant. In additionincurrence, any and such item of Indebtedness (or portion thereof) originally classified will be treated as Incurred having been incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time only one of such reclassification. categories; and (diii) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion or amortization of accreted value or original issue discount, the amortization of debt discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not be deemed to be an Incurrence incurrence of Indebtedness;Indebtedness for purposes of this Section 1011. (iid) in For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence incurrence of Indebtedness, where the U.S. dollar-equivalent principal amount of Indebtedness incurred is denominated in a foreign currency shall different currency, the amount of such Indebtedness will be calculated based upon the relevant currency exchange rate in effect U.S. dollar equivalent determined on the date of the incurrence of such Indebtedness was IncurredIndebtedness; provided, however, that if any such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currencydifferent currency is subject to a currency agreement with respect to U.S. dollars covering all principal of, premium on, if any, and interest payable on such refinancing or replacement would cause Indebtedness, the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date amount of such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement. The principal amount of any refinancing or replacementIndebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. dollar equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. dollar-denominated restriction shall dollar equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be deemed not to have been exceeded so long as determined in accordance with the preceding sentence, and (2) the principal amount of such the refinancing or replacement Indebtedness does not exceed exceeds the principal amount of such the Indebtedness being refinanced or replaced; and (iii) refinanced, in which case the U.S. dollar equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that any Subsidiary of the Company and its Subsidiaries Issuer may Incur incur pursuant to this Section 1011 shall not be deemed to be exceeded exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in exchange rates or currency values. (e) The amount of any Indebtedness outstanding as of any date will be: (1) the exchange rate accreted value of currenciesthe Indebtedness, in the case of any Indebtedness issued with original issue discount; (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (A) the fair market value of such assets at the date of determination; and (B) the amount of the Indebtedness of the other Person.

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any of its Restricted Subsidiaries or any Eligible Joint Venture, to Incur any Debt. (b) Notwithstanding the provisions of Section 1009(a), each and all of the following Debt may be Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor or an Eligible Joint Venture: (i) Debt outstanding as of the Issue Date of the Securities, (ii) Debt owed by a Restricted Subsidiary or an Eligible Joint Venture to guarantee the obligations of, or become a co-borrower with, the Company or any another Restricted Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, issue or guarantee any Material Indebtedness of the Company or another Eligible Joint Venture that either directly or indirectly owns all or a portion of the Company's interest in, or directly or indirectly is owned by, such Restricted Subsidiary Guarantoror such Eligible Joint Venture, unless, in as the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisitionmay be, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof that does not exceed own any Permitted Facility or a direct or indirect interest therein, other than the principal amount of the Indebtedness being refinanced Permitted Facility or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness other Permitted Facility that is Incurred by located on the same Person(s) as the Indebtedness being refinanced localized geothermal reservoir or replaced; (ii) Indebtedness of a Person existing at the time direct or indirect interest therein owned by such Person becomes a SubsidiaryRestricted Subsidiary or Eligible Joint Venture, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness Non-Recourse Debt In- curred in respect thereofof one or more Permitted Facilities, so long as provided that such Restricted Subsidiary or such Eligible Joint Venture has a direct or indirect interest (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred which may include Construction Financing provided by the same Person(sCompany to the extent permitted under Section 1010 as a "Permitted Investment") as the Indebtedness being refinanced in one or replaced; more of such Permitted Facilities in respect of which one or more Restricted Subsidiaries or Eligible Joint Ventures shall have a direct or indirect interest, (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; Refinancing Debt, (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; Acquired Debt, (vi) Indebtedness owed Debt in respect of any overdrafts and related liabilities arising from treasuryCurrency Protection Agreements or Interest Rate Protection Agreements, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees Permitted Funding Company Loans and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; Permitted Facilities Debt, provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) thereof and after giving effect to the extent that such reclassified Indebtedness (or portion application of the proceeds thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent aggregate principal amount of Indebtedness denominated in a foreign currency Permitted Facilities Debt shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount 15% of such Indebtedness being refinanced or replaced; and (iii) the maximum amount total consolidated Debt of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations computed in the exchange rate of currenciesaccordance with GAAP.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of the Company or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Company; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv3) Indebtedness of the Company owing owed to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiarySubsidiary of the Company; (v4) any Subsidiary Debt represented by any Guarantee of the 2019 Notes or any Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 millionor Guarantees under Permitted Bank Indebtedness; (vi5) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business, provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations under incurred in the ordinary course of business; (i9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $150,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii9) above; or this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million or incurred (including Guarantees thereof) in the aggregate at any time outstanding.ordinary course of business; or (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d12) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such this Indenture not referred to in clause (4) above and any extension, renewal, replacement, refinancing or replacementrefunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (1), such U.S. dollar-denominated restriction (2) and (4); provided that any Indebtedness incurred to so extend, renew, replace, refinance or refund shall be deemed not incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness referred to have been exceeded so long as in this clause or clauses (1), (2) and (4) above and the principal amount of such refinancing the Indebtedness incurred to so extend, renew, replace, refinance or replacement Indebtedness does refund shall not exceed the principal amount of such Indebtedness being extended, renewed, replaced, refinanced or replaced; andrefunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiic) Notwithstanding Sections 4.09(a) and (b), the maximum Company or any Subsidiary of the Company may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $1,250,000,000, and (b) 1.75 times EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of Indebtedness that the Company and its Subsidiaries may Incur Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not be deemed to be exceeded solely as a result exceed the principal amount of fluctuations Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in the exchange rate of currenciesconnection with any such extension, renewal, replacement, refinancing or refunding.

Limitation on Subsidiary Debt. (a) The So long as any Notes are outstanding, the Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a non-Guarantor Subsidiary of the Company or another Company, “Non-Guarantor Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout concurrently Guaranteeing the payment of the Principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall Notes on an unsecured unsubordinated basis. This restriction does not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Non-Guarantor Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Restricted Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Restricted Subsidiary; provided that any Indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, contemplation thereof and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does is not exceed the principal amount Guaranteed by any other Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedCompany; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Restricted Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to the Company or any Guarantor; (iv) Indebtedness outstanding on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the Indenture or referred to in clauses (i), (ii) or (iii); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (i), (ii) or (iii) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together fee payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to such refinancing renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereofrefunding, so long as (A) secured at the principal amount thereof does not exceed the principal amount time of the Indebtedness being refinanced such extension, renewal, replacement or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary;refunding; and (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof;a Receivables Facility. (viib) Indebtedness Notwithstanding the limitations on Non-Guarantor Subsidiary Debt described in respect Section 5.02(a), the Company and any of letters its Restricted Subsidiaries may create, incur, issue, assume or Guarantee Non-Guarantor Subsidiary Debt, without Guaranteeing the Notes, if at the time of creditsuch creation, bank guarantees incurrence, issuance, assumption or Guarantee, after giving effect thereto and similar instruments issued for to the account retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all such Non-Guarantor Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases Debt which would otherwise be subject to such restrictions (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by Non-Guarantor Subsidiary Debt which is described in clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ixv) of Section 4.7(b5.02(a), ) plus the Company, in its sole discretion, shall be permitted to classify aggregate amount (without duplication) of (x) all Indebtedness secured by Mortgages (not including any such Indebtedness (or portion thereof) at the time of its Incurrence secured by Mortgages described in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ixvii) of Section 4.7(b5.01(a)) may later be reclassified by and (y) all Attributable Debt of the Company, Company and any of its Subsidiaries in its sole discretion, such that it respect of Sale and Leaseback Transactions (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to with the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time exception of such reclassification. (d) Indebtedness Incurred pursuant to transactions which are permitted under clauses (i) through (ixiv) of Section 4.7(b5.03) does not exceed 15% of Consolidated Net Tangible Assets. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 5.02(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the Form of Exhibit B or otherwise satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture in respect of the Notes on the terms set forth in the Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by a Subsidiary that subsequently becomes a each Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes of a Subsidiary Guarantor until such time, if any, that supplemental indenture in the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any form of such clauses to permit Exhibit B evidences the release Note Guarantee of such Subsidiary Guarantor’s , whether or not the person signing as an officer of the Subsidiary Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest set forth in the form Indenture on behalf of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencieseach Subsidiary Guarantor.

Limitation on Subsidiary Debt. (a) The So long as any Notes are outstanding, the Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a non- Guarantor Subsidiary of the Company or another Company, “Non-Guarantor Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout concurrently Guaranteeing the payment of the Principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a) shall This restriction does not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Non-Guarantor Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Restricted Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Restricted Subsidiary; provided that any Indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, contemplation thereof and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does is not exceed the principal amount Guaranteed by any other Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedCompany; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Restricted Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to the Company or any Guarantor; (iv) Indebtedness outstanding on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the Indenture or referred to in clauses (i), (ii) or (iii) or incurred pursuant to Section 5.02(c); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (i), (ii) or (iii) above or within 30 days in the case of Section 5.02(c) and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together fee payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to such refinancing renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereofrefunding, so long as (A) secured at the principal amount thereof does not exceed the principal amount time of the Indebtedness being refinanced such extension, renewal, replacement or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiaryrefunding; (v) Indebtedness in respect of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million;a Receivables Facility; and (vi) Indebtedness owed in respect an amount of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other not more than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 5.0 million in the aggregate at any time outstanding. (c) In Notwithstanding the event that limitations on Non-Guarantor Subsidiary Debt described in Section 5.02(a), the Company and any of its Restricted Subsidiaries may create, incur, issue, assume or Guarantee Non-Guarantor Subsidiary Debt, without Guaranteeing the Notes, if at the time of such creation, incurrence, issuance, assumption or Guarantee, after giving effect thereto and to the retirement of any Indebtedness meets which is concurrently being retired, the criteria aggregate amount of more all such Non-Guarantor Subsidiary Debt which would otherwise be subject to such restrictions (other than one of the Non-Guarantor Subsidiary Debt which is described in clauses of (i) through (ixvi) of Section 4.7(b5.02(b), ) plus the Company, in its sole discretion, shall be permitted to classify aggregate amount (without duplication) of (x) all Indebtedness secured by Liens (not including any such Indebtedness (or portion thereof) at the time of its Incurrence secured by Liens described in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b5.01(b)) may later be reclassified by and (y) all Attributable Debt of the Company, Company and any of its Subsidiaries in its sole discretion, such that it respect of Sale and Leaseback Transactions (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to with the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time exception of such reclassification. (d) Indebtedness Incurred pursuant to transactions which are permitted under clauses (i) through (ixiv) of Section 4.7(b5.03) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease does not exceed an amount equal to be (x) 15% of Consolidated Net Tangible Assets less (y) the aggregate principal amount of the Secured Notes outstanding under such clause at such time as and the amount of (i) any Indebtedness incurred to extend, renew, replace or refund the Secured Notes secured by Liens pursuant to Section 5.01(b)(viii), (ii) any Indebtedness incurred pursuant to Section 5.01(b)(viii) above to refinance Indebtedness incurred pursuant to Section 5.01(c) and (iii) any Indebtedness incurred pursuant to Section 5.02(b)(iv) to refinance Indebtedness incurred pursuant to this Section 5.02(c) (but excluding any Additional Refinancing Amount). (d) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 5.02(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the Form of Exhibit B or otherwise satisfactory to the Trustee pursuant to which such Subsidiary becomes a shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture in respect of the Notes on the terms set forth in the Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by each Subsidiary Guarantor until such time, if any, that of a supplemental indenture in the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any form of such clauses to permit Exhibit B evidences the release Note Guarantee of such Subsidiary Guarantor’s , whether or not the person signing as an officer of the Subsidiary Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest set forth in the form Indenture on behalf of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencieseach Subsidiary Guarantor.

Limitation on Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to incur or at any time be liable with respect to any Debt except: (a) The Company shall not cause Debt owing to the Borrower or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility all of the Company outstanding common stock of which (other than directors’ qualifying shares) is owned directly or any Subsidiary or (ii) to create, assume, Incur, issue or guarantee any Material Indebtedness of indirectly by the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement.Borrower; (b) Clause (ii) Debt of Subsidiaries not otherwise permitted by this Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the aggregate principal amount thereof does at any time outstanding not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedexceeding $1,250,000,000; (iic) Indebtedness Guarantees by any Subsidiary of a Debt of its own Subsidiaries, provided that the Debt guaranteed is permitted under this Section; (d) Debt of any Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was Subsidiary and not Incurred incurred in anticipation contemplation of such Person becoming event; (e) Debt of a SubsidiarySubsidiary in existence on the Effective Date and extensions, renewals and refinancing or replacement Indebtedness in respect refinancings thereof, so long as (A) the principal amount thereof does not exceed provided that the principal amount of such Debt is not increased except by an amount no greater than the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedPermitted Additional Amount; (iiif) purchase money Debt of a Subsidiary incurred in connection with the financing of any asset, but solely to the extent that under the terms of such Debt the obligations and refinancing or replacement Indebtedness in of such Subsidiary with respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement Debt may be satisfied by recourse only to such asset and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedproceeds and replacements thereof; (ivg) Indebtedness obligations (contingent or otherwise) of the Company owing to and held by any Subsidiary arising under any swap contract or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundshedge agreement; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; obligations are (viior were) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary entered into in the ordinary course of business supporting obligations under for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, and not for purposes of speculation; (h) Debt arising from the endorsement of instruments in the ordinary course of business; (i) workers’ compensation, unemployment insurance and Debt arising from the honoring by a bank or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations financial institution of a like nature; check, draft or similar instrument inadvertently (viiiexcept in the case of daylight overdrafts) Hedging Obligations entered into other than for speculative purposes and drawn against insufficient funds in the financing ordinary course of insurance premiumsbusiness; and (ixj) Indebtedness not excepted by clauses Debt of Subsidiaries incurred or assumed (iin connection with an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) through (viii) abovefor the purpose of directly or indirectly financing all or any part of the cost of acquiring, constructing or rebuilding any asset and any renewal, extension or refinancing thereof; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does Debt (other than extensions, renewals and refinancings that do not exceed increase the principal amount thereof except by an amount no greater than the Permitted Additional Amount) incurred or assumed in any fiscal year of such Indebtedness being refinanced or replaced; and the Borrower pursuant to this clause (iiij) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciesexceed $750,000,000.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 12 months of repaying, or terminating the commitments with respect to, the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (b) Notwithstanding Section 4.08(a), the Company or any Subsidiary of the Company may, create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the restrictions set forth in the preceding paragraph, without Guaranteeing the Notes, if after giving effect thereto, Xxxxxxxxx Xxxx does not exceed the greater of (i) 15% of Consolidated Net Worth calculated as of the date of the creation, incurrence, issuance or assumption of such Subsidiary Debt or (ii) $780.0 million. The Company or any Subsidiary of the Company may, without Guaranteeing the Notes, create or incur Indebtedness that extends, renews, substitutes or replaces (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Indebtedness permitted pursuant to the preceding sentence; provided that any such extension, renewal, substitution or replacement of such Indebtedness shall be created within 12 months of repaying the Indebtedness being refinanced referred to in this sentence or replaced plus accrued the preceding sentence and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of Indebtedness plus any premium or fee payable in connection with any such extension, renewal, substitution or replacement, so secured at the time of such extension, renewal, substitution or replacement. (c) Any Subsidiary of the Company required to Guarantee the Notes pursuant to Section 4.08(a) or that chooses to Guarantee the Notes shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B or in such other form satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.08(c) shall evidence the Note Guarantee of such Subsidiary, whether or not the person signing as an officer of such Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication shall constitute due delivery of such Note Guarantee set forth in this Indenture on behalf of such Subsidiary. The Note Guarantee of a Subsidiary will terminate upon: (i) the release or discharge of the Indebtedness being refinanced of such Subsidiary that resulted in the obligation to Guarantee the Notes pursuant to Section 4.08(a) (other than a discharge of such Indebtedness (A) if such Indebtedness is a guarantee, as a result of payment under such guarantee or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) as a result of the acceleration of such refinancing Indebtedness due to a default or replacement Indebtedness an event of default under the terms thereof); (ii) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is Incurred by no longer a Subsidiary of the same Person(sParent; (iii) defeasance or discharge of the Notes, as the Indebtedness being refinanced or replaced;provided under Article 8; or (iv) Indebtedness if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.08(a) but did so at its option, the request by such Subsidiary of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount release at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) abovetime; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million to such release the Company would be in compliance with the aggregate at any time outstanding. (c) In covenant set forth in this Section 4.08. Upon delivery by the event that Indebtedness meets Company to the criteria Trustee of more than one an Officers’ Certificate and an Opinion of the clauses of (i) through (ix) of Section 4.7(b)Counsel, the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in Trustee will execute any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified documents reasonably requested by the Company, Company in its sole discretion, such that it (or any portion thereof) will be deemed order to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit evidence the release of such any Subsidiary Guarantor’s Subsidiary Guarantee as permitted Guarantor from its obligations under this Indentureits Note Guarantee. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementNotes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of the Company or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Company; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv3) Indebtedness of the Company owing owed to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiarySubsidiary of the Company; (v4) any Subsidiary Debt represented by any Guarantee of the 2019 Notes, the 2023 Notes or the 2024 Notes or any Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 millionor Guarantees under Permitted Bank Indebtedness; (vi5) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house clearing‑house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business; provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations under incurred in the ordinary course of business; (i9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $150,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self‑insurance obligations or take‑or‑pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii9) aboveor this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (12) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or refunding of any Indebtedness existing on the Issue Date or referred to in clauses (1), (2) and (4); provided that after giving effect theretoany Indebtedness incurred to so extend, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness referred to in this clause or clauses of (i) through (ix) of Section 4.7(b1), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof2) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness and (or portion thereof4) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount above and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing the Indebtedness incurred to so extend, renew, replace, refinance or replacement Indebtedness does refund shall not exceed the principal amount of Indebtedness being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.09(a) and (b), the Company or any Subsidiary of the Company may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $2,500,000,000, and (b) 2.5 times EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence, provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced; and, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiid) Notwithstanding anything to the maximum amount contrary, in the event that any Wholly Owned Subsidiary of Indebtedness that the Company guarantees the obligations of the Company under the Credit Agreement, such Wholly Owned Subsidiary shall, subject to the receipt of any necessary regulatory approvals, also provide a Note Guarantee by executing and its Subsidiaries may Incur shall not be deemed delivering to be exceeded solely as the Trustee a result supplemental indenture and Notation of fluctuations Guarantee in accordance with the exchange rate terms of currenciesthis Indenture.

Limitation on Subsidiary Debt. (a) The the Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a non-Guarantor Subsidiary of the Company or another Company, “Non-Guarantor Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Non-Guarantor Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Restricted Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Restricted Subsidiary; provided that any Indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, contemplation thereof and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does is not exceed the principal amount Guaranteed by any other Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedCompany; (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Restricted Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) Indebtedness owed to the Company or any Guarantor; (4) Indebtedness outstanding on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the Indenture or referred to in clauses (1), (2) or (3) or (5) of this Section 4.07(a); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (1), (2) or (3) or within 30 days in the case of clause (5) of this Section 4.07(a) and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or fee payable in connection with any automated clearing-house transfers such extension, renewal, replacement or refunding, so secured at the time of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereofextension, renewal, replacement or refunding; (vii5) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiumsReceivables Facility; and (ix6) Indebtedness in an amount of not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed more than $250.0 5.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of the Company or another Company, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsecured unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (iii) Indebtedness owed to Parent or any Subsidiary of Parent; (iv) any Guarantee of Permitted Bank Indebtedness; or (v) Indebtedness outstanding on the date of this Indenture not referred to in clause (iv) above or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of this Indenture or referred to in clauses (i), (ii), (iii) or (iv); provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 12 months of repaying, or terminating the commitments with respect to, the Indebtedness referred to in this clause or clauses (i), (ii), (iii) or (iv) above and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together fee payable in connection with any reasonable feessuch extension, premiums (including tender premiums) and expenses relating to renewal, replacement or refunding, so secured at the time of such refinancing extension, renewal, replacement or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced;refunding. (iiib) purchase money obligations and refinancing or replacement Indebtedness in respect thereofNotwithstanding Section 4.08(a), so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days Subsidiary of the Incurrence thereof; (vii) Indebtedness in respect of letters of creditCompany may, bank guarantees and similar instruments issued for create, incur, issue, assume or Guarantee Subsidiary Debt which would otherwise be subject to the account of any Subsidiary restrictions set forth in the ordinary course of business supporting obligations under (i) workers’ compensationpreceding paragraph, unemployment insurance and other social security legislation and (ii) tenderswithout Guaranteeing the Notes, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that if after giving effect thereto, Exempted Aggregate Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses greater of (i) through (ix) 15% of Section 4.7(b)Consolidated Net Worth calculated as of the date of the creation, the Companyincurrence, in its sole discretion, shall be permitted to classify such Indebtedness (issuance or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release assumption of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.Debt or

Limitation on Subsidiary Debt. (a) The Company shall Issuer will not cause or permit any of its Subsidiaries (other than any Excluded Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (iifor so long as it constitutes an Excluded Subsidiary) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any such Indebtedness of a Subsidiary of the Company or another Issuer, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), without, within 30 60 days thereofof creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist such Subsidiary Debt, entering into a supplemental indenture pursuant to which it agrees to provide a Note Guarantee. Notwithstanding anything else in this Indenture, the Company causes Notes or any Note Guarantee, a Subsidiary of the Issuer will not be required to provide a Note Guarantee pursuant to the foregoing restriction or otherwise as a result of such Subsidiary creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to become a exist any Subsidiary Guarantor by executing and delivering a Guarantee Agreement. Debt described in clauses (b1) Clause through (ii12) of Section 4.7(a) shall not apply to the following items of Indebtednessbelow: (i1) Indebtedness of a Person existing at the time it is merged, combined, amalgamated or consolidated with or into any such Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person is merged with (or into, amalgamated with, a division thereof) as an entirety or is consolidated into, a Subsidiary, or which substantially as an entirety to any such Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary (other than any Guarantee existing at the time of such merger, combination, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Issuer; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii3) purchase money obligations and refinancing Indebtedness owed to the Issuer or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount any Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedIssuer; (iv4) Indebtedness (including Finance Lease Obligations), Disqualified Stock and preferred stock incurred or issued by the Issuer or any Subsidiary of the Company owing Issuer, to and held by any Subsidiary finance the purchase, lease, construction, installation, development, repair, replacement or Indebtedness improvement of property (real or personal) or equipment that is used or useful in a Subsidiary owing similar business to and held by that of the Company Issuer or any other Subsidiary, including through the direct purchase of assets or the Capital Stock of any Person owning such assets, and all Permitted Refinancing Indebtedness incurred to refinance any Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (4); provided, however, that such Indebtedness exists at the date of such purchase, lease, construction, installation, repair, replacement or improvement or is created within 270 days of the completion thereof; (v5) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of fundsfunds or other fund transfer or payment processing services; (6) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that any such Indebtedness shall be repaid in full or Guarantee is extinguished within five Business Days of the Incurrence thereofits incurrence; (vii7) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary (i) reimbursement obligations incurred in the ordinary course of business supporting obligations under (i) with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensationcompensation claims, unemployment performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance and or self-insurance, or other social security legislation Indebtedness with respect to reimbursement or indemnification obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance and (ii) tendersIndebtedness of any Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, bidsin a principal amount not in excess of the stated amount of such letter of credit; (8) client advances and deposits received in the ordinary course of business; (a) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an aggregate principal amount at any time outstanding pursuant to this clause (9) not to exceed the greater of (i) $250.0 million and (ii) 4.50% of Consolidated Total Assets, trade contractsdetermined as of the end of the Issuer’s most recently ended fiscal quarter for which a balance sheet is available (or the equivalent thereof, leases measured at the time of each incurrence, in the applicable foreign currency) and (b) Indebtedness of any Finance Subsidiary and the extension, renewal, replacement or refinancing thereof; (10) Indebtedness or Guarantees incurred (i) in respect of workers’ compensation claims, payment obligations in connection with health or other than capitalized lease obligations types of social security benefits, unemployment or synthetic lease obligations), statutory or regulatory obligations, surety bonds, other insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiiii) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixiii) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii8) or this clause (10), payment (other than for payment of Indebtedness) aboveand completion Guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; (11) Indebtedness outstanding on the Issue Date (other than the Subsidiaries’ Guarantees of the Term Loan Facility, the Revolving Credit Facility and the 2026 Notes) and any Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge, any Indebtedness existing on the Issue Date or referred to, or incurred under, clauses (1), (2), (4) or (9)(a) above or (12) below; provided provided, however, that any Permitted Refinancing Indebtedness incurred pursuant to this clause (11) with respect to clauses (1), (2), (4) or (9)(a) above or (12) below, as the case may be, shall, for purposes of determining amounts outstanding and the availability under the applicable such clause, be deemed to be outstanding under such clauses (1), (2), (4) or (9)(a) above or (12) below, as applicable, and not this clause (11); or (12) Indebtedness or Guarantees created or incurred by any Subsidiary of the Issuer, if, as of the date such Indebtedness is incurred and after giving effect theretoto such incurrence, Exempted Aggregate Net Availability Debt does not exceed the greatest of (a) $250.0 million 1,000.0 million, (b) 15% of the Consolidated Net Tangible Assets of the Issuer measured as of the date any such Indebtedness is incurred (after giving pro forma effect to the application of the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (c) 3.75 times EBITDA of the aggregate at Issuer for the Applicable Measurement Period. (b) Any such Subsidiary also may, without Guaranteeing the payment of the principal of, or premium, if any, or interest on, the Notes, extend, renew, replace, refinance or refund any time outstandingSubsidiary Debt permitted pursuant to Section 1011(a); provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) In For purposes of determining compliance with this Section 1011, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this Section 1011 under clauses (a)(1) through (a)(12) above) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Subsidiary Debt described in clauses of (ia)(1) through (ixa)(12) of Section 4.7(b)above, the Company, in its sole discretion, shall Issuer will be permitted to classify such item of Indebtedness (or portion thereof) at on the time date of its Incurrence in any manner that complies with this covenant. In additionincurrence, any and such item of Indebtedness (or portion thereof) originally classified will be treated as Incurred having been incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time only one of such reclassification. categories; and (diii) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion or amortization of accreted value or original issue discount, the amortization of debt discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not be deemed to be an Incurrence incurrence of Indebtedness;Indebtedness for purposes of this Section 1011. (iid) in For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence incurrence of Indebtedness, where the U.S. dollar-equivalent principal amount of Indebtedness incurred is denominated in a foreign currency shall different currency, the amount of such Indebtedness will be calculated based upon the relevant currency exchange rate in effect U.S. dollar equivalent determined on the date of the incurrence of such Indebtedness was IncurredIndebtedness; provided, however, that if any such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currencydifferent currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, or 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 being 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 such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as (2) the principal amount of such the refinancing or replacement Indebtedness does not exceed exceeds the principal amount of such the Indebtedness being refinanced or replaced; and (iii) refinanced, in which case the U.S. dollar equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that any Subsidiary of the Company and its Subsidiaries Issuer may Incur incur pursuant to this Section 1011 shall not be deemed to be exceeded exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in exchange rates or currency values. (e) The amount of any Indebtedness outstanding as of any date will be: (1) the exchange rate accreted value of currenciesthe Indebtedness, in the case of any Indebtedness issued with original issue discount; (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (A) the fair market value of such assets at the date of determination; and (B) the amount of the Indebtedness of the other Person.

Limitation on Subsidiary Debt. (a) The the Company shall will not cause or permit any Subsidiary of its Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a non-Guarantor Subsidiary of the Company or another Company, “Non-Guarantor Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), within 30 days thereofwithout Guaranteeing the payment of the principal of, premium, if any, and interest on the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) Notes on an unsubordinated basis. The foregoing restriction shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Non-Guarantor Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Restricted Subsidiary of the Company or intoat the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Restricted Subsidiary of the Company and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Restricted Subsidiary; provided that any Indebtedness was not created incurred in anticipation of such merger, amalgamation, consolidation or acquisition, contemplation thereof and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does is not exceed the principal amount Guaranteed by any other Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedCompany; (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Restricted Subsidiary of the Company; provided that any Indebtedness was not Incurred incurred in anticipation contemplation thereof; (3) Indebtedness owed to the Company or any Guarantor; (4) Indebtedness outstanding on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness existing on the date of the Indenture or referred to in clauses (1), (2) or (3) above or (5) below; provided that any such extension, renewal, replacement or refunding of such Person becoming a SubsidiaryIndebtedness shall be created within 360 days of repaying the Indebtedness referred to in this clause or clauses (1), (2) or (3) above or within 30 days in the case of clause (5) below and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does of the Indebtedness shall not exceed the principal amount of the Indebtedness being refinanced plus any premium or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or fee payable in connection with any automated clearing-house transfers such extension, renewal, replacement or refunding, so secured at the time of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereofextension, renewal, replacement or refunding; (vii5) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiumsReceivables Facility; and (ix6) Indebtedness in an amount of not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed more than $250.0 5.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incur, Incur or issue any Material Indebtedness or guarantee any Material Indebtedness of the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Subsidiary, or which is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 175.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 145.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) clause of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) any clause of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Subsidiary Debt. (a) The Company shall From and after the Effective Date, the Borrower will not cause or permit any of its Subsidiaries (other than any Excluded Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (iifor so long as it constitutes an Excluded Subsidiary) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any such Indebtedness of a Subsidiary of the Company or another Borrower, “Subsidiary Guarantor, unless, in the case of clause (i) or (iiDebt”), without, within 30 60 days thereofof creating, the Company causes assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist such Subsidiary to become a Subsidiary Guarantor by Debt, executing and delivering a Guarantee Agreement. (b) Clause (ii) of Section 4.7(a) shall not apply to the following items Administrative Agent a Counterpart Agreement pursuant to which it shall become a Guarantor hereunder (to the extent not already a Guarantor hereunder). Notwithstanding anything herein to the contrary, a Subsidiary of Indebtednessthe Borrower will not be required to provide a Counterpart Agreement pursuant to the foregoing restriction or otherwise as a result of such Subsidiary creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist any Subsidiary Debt described in clauses (a) through (l) below: (ia) Indebtedness of a Person existing at the time it is merged, combined, amalgamated or consolidated with or into any such Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person is merged with (or into, amalgamated with, a division thereof) as an entirety or is consolidated into, a Subsidiary, or which substantially as an entirety to any such Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary (other than any Guarantee existing at the time of such merger, combination, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (iib) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of the Borrower; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iiic) purchase money obligations and refinancing Indebtedness owed to the Borrower or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount any Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedBorrower; (ivd) Indebtedness (including Finance Lease Obligations), Disqualified Stock and preferred stock incurred or issued by the Borrower or any Subsidiary of the Company owing Borrower, to and held by any Subsidiary finance the purchase, lease, construction, installation, development, repair, replacement or Indebtedness improvement of property (real or personal) or equipment that is used or useful in a Subsidiary owing similar business to and held by that of the Company Borrower or any other Subsidiary, including through the direct purchase of assets or the Capital Stock of any Person owning such assets, and all Permitted Refinancing Indebtedness incurred to refinance any Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d); provided, however, that such Indebtedness exists at the date of such purchase, lease, construction, installation, repair, replacement or improvement or is created within 270 days of the completion thereof; (ve) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of fundsfunds or other fund transfer or payment processing services; (f) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that any such Indebtedness shall be repaid in full or Guarantee is extinguished within five Business Days of the Incurrence thereofits incurrence; (viig) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary (i) reimbursement obligations incurred in the ordinary course of business supporting obligations under (i) with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensationcompensation claims, unemployment performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance and or self-insurance, or other social security legislation Indebtedness with respect to reimbursement or indemnification obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance and (ii) tendersIndebtedness of any Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, bidsin a principal amount not in excess of the stated amount of such letter of credit; (h) client advances and deposits received in the ordinary course of business; (i) (A) Indebtedness or Guarantees incurred by Foreign Subsidiaries; provided that, trade contractsas of the date such Indebtedness is incurred, leases and after giving effect to such incurrence, the aggregate principal amount outstanding pursuant to this clause (i) does not exceed the greater of (x) US$450,000,000 and (y) 4.50% of Consolidated Total Assets of the Borrower measured as of the date any such Indebtedness is incurred (after giving pro forma effect to the application of the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (B) Indebtedness of any Finance Subsidiary and the extension, renewal, replacement or refinancing thereof; (j) Indebtedness or Guarantees incurred (i) in respect of workers’ compensation claims, payment obligations in connection with health or other than capitalized lease obligations types of social security benefits, unemployment or synthetic lease obligations), statutory or regulatory obligations, surety bonds, other insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiiii) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixiii) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (ia) through (viiih) aboveor this clause (j), payment (other than for payment of Indebtedness) and completion Guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; (k) Indebtedness outstanding on the Effective Date (other than the Subsidiaries’ Guarantees of the Amended and Restated Credit Facilities, the 2028 Senior Notes, the 2029 Senior Notes, the 2029 Senior Secured Notes and the 2030 Senior Notes) and any Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge, any Indebtedness existing on the Effective Date or referred to, or incurred under, clauses (a), (b), (d) or (i)(A) above or (l) below; provided provided, however, that any Permitted Refinancing Indebtedness incurred pursuant to this clause (k) with respect to clauses (a), (b), (d) or (i)(A) above or (l) below, as the case may be, shall, for purposes of determining amounts outstanding and the availability under the applicable such clause, be deemed to be outstanding under such clauses (a), (b), (d) or (i)(A) above or (l) below, as applicable, and not this clause (k); (l) Indebtedness or Guarantees created or incurred by any Subsidiary of the Borrower, if, as of the date such Indebtedness is incurred and after giving effect theretoto such incurrence, Exempted Aggregate Net Availability Debt does not exceed $250.0 million the greatest of (i) US$4,095,000,000, (ii) 15.0% of the Consolidated Net Tangible Assets of the Borrower measured as of the date any such Indebtedness is incurred (after giving pro forma effect to the application of the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (iii) 3.75 times EBITDA of the Borrower for the Applicable Measurement Period; or (m) Permitted Securitizations; provided that, as of the date such Indebtedness is incurred, and after giving effect to such incurrence, the aggregate at principal amount outstanding pursuant to this clause (m) does not exceed US$125,000,000. Any such Subsidiary also may, without Guaranteeing the payment of the principal of, or premium, if any, or interest on, the Loans, extend, renew, replace, refinance or refund any time outstanding. Subsidiary Debt permitted pursuant to this Section 6.2; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (cincluding tender premiums) In or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. For purposes of determining compliance with this Section 6.2, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this Section 6.2 under clauses (a) through (m) above) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Subsidiary Debt described in clauses of (ia) through (ixm) of Section 4.7(b)above, the Company, in its sole discretion, shall Borrower will be permitted to classify such item of Indebtedness (or portion thereof) at on the time date of its Incurrence in any manner that complies with this covenant. In additionincurrence, any and such item of Indebtedness (or portion thereof) originally classified will be treated as Incurred having been incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time only one of such reclassification. categories; and (diii) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion or amortization of accreted value or original issue discount, the amortization of debt discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not be deemed to be an Incurrence incurrence of Indebtedness; (ii) in Indebtedness for purposes of this Section 6.2. For purposes of determining compliance with any U.S. dollarUS Dollar-denominated restriction on the Incurrence incurrence of Indebtedness, where the U.S. dollar-equivalent principal amount of Indebtedness incurred is denominated in a foreign currency shall different currency, the amount of such Indebtedness will be calculated based upon the relevant currency exchange rate in effect US Dollar equivalent determined on the date of the incurrence of such Indebtedness was IncurredIndebtedness; provided, however, that if any such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currencydifferent currency is subject to a currency agreement with respect to US Dollars covering all principal, premium, if any, or interest payable on such Indebtedness, the amount of such Indebtedness expressed in US 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 US Dollar equivalent of the Indebtedness being refinanced, except to the extent that (1) such US 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 such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as (2) the principal amount of such the refinancing or replacement Indebtedness does not exceed exceeds the principal amount of such the Indebtedness being refinanced or replaced; and (iii) refinanced, in which case the US Dollar equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that any Subsidiary of the Company and its Subsidiaries Borrower may Incur incur pursuant to this Section 6.2 shall not be deemed to be exceeded exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in exchange rates or currency values. The amount of any Indebtedness outstanding as of any date will be: (i) the exchange rate accreted value of currenciesthe Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of (A) the fair market value of such assets at the date of determination and (B) the amount of the Indebtedness of the other Person.

Limitation on Subsidiary Debt. (a) The Company shall STBV will not cause or permit any Subsidiary that is not a Subsidiary Guarantor of its Subsidiaries (i) to guarantee other than the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (iiIssuer) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for or suffer to exist any Material Indebtedness (any Indebtedness of a Subsidiary of STBV that is not a Guarantor (other than the Company or another Subsidiary Guarantor, unless, in the case of clause (i) or (iiIssuer), within 30 days thereof“Subsidiary Debt”), without Guaranteeing the Company causes such Subsidiary to become a Subsidiary Guarantor by executing payment of the principal of, premium, if any, and delivering a Guarantee Agreementinterest on the Notes on an unsecured unsubordinated basis. (b) Clause (ii) of Section 4.7(a4.09(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by any Subsidiary of STBV or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Subsidiary of STBV and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Subsidiary; provided that any such Indebtedness was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Subsidiary of STBV (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of a Person existing at the time such Person becomes a Subsidiary, so long as Subsidiary of STBV; provided that any such Indebtedness was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii3) purchase money obligations and refinancing Indebtedness owed to STBV or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount any Subsidiary of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replacedSTBV; (iv4) Indebtedness any Subsidiary Debt represented by any Guarantee of the Company owing to and held by any Subsidiary 2023 Notes, the 2024 Notes, the 2025 Notes, the 2026 Notes or Indebtedness of a Subsidiary owing to and held by the Company 2030 Notes or any other SubsidiaryIndebtedness or Guarantees under Permitted Bank Indebtedness; (v5) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business; provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) Indebtedness or Guarantees in respect of any Qualified Securitization Financing; (8) reimbursement obligations under incurred in the ordinary course of business; (i9) client advances and deposits received in the ordinary course of business; (10) Indebtedness or Guarantees incurred by Foreign Subsidiaries in an amount not to exceed $300,000,000 at any time outstanding; (11) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or other obligations referred to in clauses (i1) through (viii9) aboveor this clause (11), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; or (12) Indebtedness outstanding on the Issue Date not referred to in clause (4) above and any extension, renewal, replacement, refinancing or refunding of any Indebtedness existing on the Issue Date or referred to in clauses (1), (2) and (4); provided (x) that after giving effect theretoany Indebtedness incurred to so extend, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstanding. (c) In the event that Indebtedness meets the criteria of more than one of the clauses of (i) through (ix) of Section 4.7(b)renew, the Companyreplace, in its sole discretion, shall be permitted refinance or refund has a Weighted Average Life to classify such Indebtedness (or portion thereof) Maturity at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as such Subsidiary becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred incurred that is not less than the remaining Weighted Average Life to refinance Maturity of the Indebtedness referred to in this clause or replace other Indebtedness denominated in a foreign currencyclauses (1), (2) and (4) above being extended, renewed, replaced, refinanced or refunded, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as (y) the principal amount of such refinancing the Indebtedness incurred to so extend, renew, replace, refinance or replacement Indebtedness does refund shall not exceed the principal amount of the Indebtedness being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Indebtedness and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.09(a) and (b), STBV or any Subsidiary of STBV may, create, incur, issue, assume, Guarantee or otherwise become liable for or suffer to exist Indebtedness that would otherwise be subject to the restrictions set forth in Sections 4.09(a) and (b), without Guaranteeing the Notes, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $3,250,000,000, and (b) 3.25 times EBITDA of STBV for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided (x) that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund has a Weighted Average Life to Maturity at the time such Subsidiary Debt is incurred that is not less than the remaining Weighted Average Life to Maturity of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded, and (y) the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced; and, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus all accrued interest on such Subsidiary Debt and the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (iiid) Notwithstanding anything to the maximum amount contrary, (i) in the event that any Wholly Owned Subsidiary of Indebtedness that STBV (other than STFC) Guarantees the Company obligations of any Credit Agreement Borrower, STBV and its Subsidiaries may Incur the Issuer shall cause such Wholly Owned Subsidiary, subject to the receipt of any necessary regulatory approvals, to provide a Note Guarantee by executing and delivering to the Trustee a supplemental indenture and a Notation of Guarantee in accordance with the terms of this Indenture, and (ii) STFC shall not be deemed a guarantor of the Notes on the Issue Date, and in no event shall STFC be required to be exceeded solely as provide a result Note Guarantee unless it shall have become a guarantor of fluctuations in the exchange rate of currenciesExisting Notes.

Limitation on Subsidiary Debt. (a) The Company shall will not cause or permit any Subsidiary that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) its Domestic Restricted Subsidiaries to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness (any such Indebtedness or Guarantee, “Subsidiary Debt”), without causing such Domestic Restricted Subsidiary to Guarantee the payment of the Company principal of, premium, if any, and interest on the Notes on an unsecured unsubordinated basis until such time as such Indebtedness or another Subsidiary GuarantorGuarantee, unless, in as the case of clause (i) may be, is no longer outstanding or (ii), within 30 days thereof, the Company causes such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreementin effect. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Subsidiary Debt in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness Subsidiary Debt of a Person existing at the time such Person is merged into or consolidated with or intootherwise acquired by the Company or any Domestic Restricted Subsidiary of the Company or otherwise becomes a Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such Person becoming a Domestic Restricted Subsidiary) or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Domestic Restricted Subsidiary of the Company (or arising thereafter pursuant to contractual commitments entered into prior to such Person becoming a Domestic Restricted Subsidiary, or which ) and is assumed by a Subsidiary such Subsidiary, other than any increase in connection with an acquisition of substantially all the assets amount of such Person, so long as Subsidiary Debt (including any increase in the amount of such Indebtedness was Subsidiary Debt arising pursuant to contractual commitments entered into prior to such acquisition) incurred in contemplation thereof; provided that any such Subsidiary Debt is not created in anticipation Guaranteed by any other Domestic Restricted Subsidiary of the Company (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (2) Subsidiary Debt owed to the Company or any Domestic Restricted Subsidiary or under Guarantees of any such Subsidiary Debt; (3) Subsidiary Debt created, incurred, issued, assumed or Guaranteed to pay or finance the payment of all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a Domestic Restricted Subsidiary, and refinancing any related transactional fees, costs and expenses, provided such Subsidiary Debt is created, incurred, issued, assumed or replacement Indebtedness Guaranteed within 18 months (or in respect thereofthe case of any Subsidiary Debt supported by an export credit agency, so long as 24 months) after the later of (Ai) the principal acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, or (ii) the placing into commercial operation of such Principal Property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement (or, in each case, is incurred pursuant to firm commitment financing arrangements obtained within such period), and, provided further, that the outstanding amount thereof of such Subsidiary Debt, without duplication, does not exceed 100% of the principal fair value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved at the time such Subsidiary Debt is incurred; (4) Subsidiary Debt with respect to a Permitted Receivables Transaction; (5) Subsidiary Debt permitted to be secured by Liens permitted by clauses (5) or (6) of the definition of Permitted Lien (whether or not such Subsidiary Debt is in fact secured by such Liens) and any Guarantees thereof; or (6) Subsidiary Debt outstanding on the date of this Indenture and any extension, renewal, substitution, replacement, refinancing or refunding of any Subsidiary Debt existing on the date of this Indenture or referred to in clauses (1), (2), (3). (4) or (5); provided that any Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment pursuant to amortization obligations with respect to such Subsidiary Debt) of the Subsidiary Debt referred to in this clause (6) or clauses (1), (2), (3), (4) or (5) above and the outstanding amount of the Indebtedness Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall not exceed the outstanding amount of Subsidiary Debt being extended, renewed, substituted, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums or fees (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and expenses relating to other costs incurred, in connection with any such extension, renewal, substitution, replacement, refinancing or replacement refunding. (c) Notwithstanding Sections 4.07(a) and (B) such refinancing b), any Domestic Restricted Subsidiary of the Company may create, assume, incur, Guarantee or replacement otherwise become liable for Indebtedness is Incurred by that would otherwise be subject to Section 4.07(a), without Guaranteeing the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a Person existing at the time such Person becomes a SubsidiaryNotes, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Subsidiaryif after giving effect thereto, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof Aggregate Debt does not exceed an amount equal to the greatest of (1) $2.50 billion, (2) 15% of Consolidated Net Tangible Assets of the Company and (3) 1.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, substitute, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or prepayment (including any such repayment pursuant to amortization obligations with respect to such Subsidiary Debt) of the Subsidiary Debt being extended, renewed, substituted, replaced, refinanced or refunded and the outstanding amount of the Indebtedness Subsidiary Debt incurred to so extend, renew, substitute, replace, refinance or refund shall not exceed the outstanding amount of Subsidiary Debt being extended, renewed, substituted, replaced, refinanced or replaced refunded plus accrued and unpaid interest thereon together with any reasonable fees, premiums or fees (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by other reasonable amounts payable, plus the same Person(s) as the Indebtedness being refinanced or replaced; (iii) purchase money obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) expenses and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasurycosts incurred, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of creditextension, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensationrenewal, unemployment insurance and other social security legislation and (ii) tenderssubstitution, bidsreplacement, trade contracts, leases (other than capitalized lease obligations refinancing or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed $250.0 million in the aggregate at any time outstandingrefunding. (cd) In For purposes of this Section 4.07, in the event that Indebtedness any Subsidiary Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Section 4.7(b)Subsidiary Debt in such Section, the Company, in its sole discretion, shall will classify, and may reclassify, such Subsidiary Debt and only be permitted required to classify include the amount and type of such Indebtedness Subsidiary Debt in one of clauses (1) through (6) of Section 4.07(b) or portion thereof) at Section 4.07(c), and Subsidiary Debt may be divided and classified and reclassified into more than one of the time types of its Incurrence in any manner that complies with this covenantSubsidiary Debt described above. In addition, for purposes of calculating compliance with this Section 4.07, in no event will the amount of any Subsidiary Debt be required to be included more than once despite the fact more than one Person is or becomes liable with respect to any related Indebtedness (or portion thereof) originally classified as Incurred pursuant to any for example, and for avoidance of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Companydoubt, in its sole discretion, such that it (the case where more than one Domestic Restricted Subsidiary incurs Subsidiary Debt or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently otherwise becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as liable for such Subsidiary becomes a Subsidiary Guarantor until such timeDebt, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release amount of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this IndentureDebt shall only be included once for purposes of such calculations). (e) For purposes Any Subsidiary of this the Company required to Guarantee the Notes pursuant to Section 4.7: 4.07(a) or that chooses to Guarantee the Notes shall (i) accrual of interest, accrual of dividends, execute and deliver to the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest Trustee a supplemental indenture substantially in the form of additional Indebtedness will not be deemed Exhibit B or in such other form reasonably satisfactory to be an Incurrence the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of Indebtedness; the Company’s obligations under the Notes and this Indenture in respect of the Notes on the terms set forth in this Indenture and (ii) in determining compliance with any U.S. dollar-denominated restriction on deliver to the Incurrence Trustee an Opinion of IndebtednessCounsel. The execution by such Subsidiary of a supplemental indenture pursuant to this Section 4.07(e) shall evidence the Guarantee of the Notes by such Subsidiary, whether or not the U.S. dollar-equivalent principal amount person signing as an officer of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, Subsidiary still holds that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated office at the relevant currency exchange rate in effect on time of authentication of any Note. The delivery of any Note by the date Trustee after authentication shall constitute due delivery of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount Note Guarantee set forth in this Indenture on behalf of such refinancing or replacement Indebtedness does not exceed Subsidiary. The Guarantee of the principal amount of such Indebtedness being refinanced or replaced; andNotes by any Subsidiary will terminate upon: (iii1) the maximum amount release or discharge of the Indebtedness of or Guarantee by such Subsidiary that resulted in the Company and its Subsidiaries may Incur shall obligation to Guarantee the Notes pursuant to Section 4.07(a) (or would have resulted in the creation of a Guarantee pursuant to Section 4.07(a) had such Guarantee not be deemed to be exceeded solely already been in place) (other than a discharge of (A) a Guarantee as a result of fluctuations payment under such Guarantee or (B) Indebtedness as a result of the acceleration of such Indebtedness due to a default or event of default under the terms thereof); (2) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary such that such Subsidiary is no longer a Subsidiary of the Company; (3) defeasance or discharge of the Notes, as provided under Article 8; or (4) if such Subsidiary was not required to Guarantee the Notes pursuant to Section 4.07(a) but did so at its option, the request by such Subsidiary of release at any time; provided that after giving effect to such release the Company would be in compliance with the exchange rate covenant set forth in this Section 4.07. Upon delivery by the Company to the Trustee of currenciesan Officers’ Certificate and an Opinion of Counsel, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary from its obligations under its Guarantee of the Notes.

Limitation on Subsidiary Debt. (a) The Company shall and the Guarantor will not cause or permit any Subsidiary of the Company’s Domestic Restricted Subsidiaries that is not a Subsidiary Guarantor (i) to guarantee the obligations of, or become a co-borrower with, the Company or any Subsidiary Guarantor, under any Credit Facility of the Company or any Subsidiary or (ii) to create, assume, Incurincur, issue Guarantee or guarantee otherwise become liable for any Material Indebtedness (any such Indebtedness or Guarantee, "Subsidiary Debt"), without Guaranteeing the payment of the Company or another Subsidiary Guarantorprincipal of, unlesspremium, in if any, and interest on the case of clause (i) or (ii), within 30 days thereof, the Company causes Notes on an unsecured unsubordinated basis until such time as such Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee AgreementDebt is no longer outstanding. (b) Clause (ii) of Section 4.7(a4.07(a) shall not apply to the following items of Indebtednessto, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i1) Indebtedness of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Domestic Restricted Subsidiary or intootherwise acquired by any Domestic Restricted Subsidiary or at the time of a sale, amalgamated with, lease or is consolidated into, other disposition of the properties and assets of such Person (or a Subsidiary, division thereof) as an entirety or which substantially as an entirety to any Domestic Restricted Subsidiary and is assumed by a Subsidiary in connection with an acquisition of substantially all the assets of such Person, so long as Domestic Restricted Subsidiary; provided that such Indebtedness or Guarantee was not created incurred in anticipation contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than any Guarantee existing at the time of such merger, amalgamation, consolidation or acquisitionsale, lease or other disposition of properties and refinancing or replacement Indebtedness assets and that was not issued in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced); (ii2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Domestic Restricted Subsidiary, so long as ; provided that any such Indebtedness or Guarantee was not Incurred incurred in anticipation of such Person becoming a Subsidiary, and refinancing or replacement Indebtedness in respect contemplation thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii3) purchase money obligations and refinancing Indebtedness owed to or replacement Indebtedness Guarantee in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount favor of the Indebtedness being refinanced Company or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by Subsidiary of the same Person(s) as the Indebtedness being refinanced or replacedCompany; (iv4) Indebtedness constituting Finance Leases, equipment leases and Purchase Money Indebtedness of the Company owing to and held by any Subsidiary or Indebtedness of a Subsidiary owing to and held by the Company or any other SubsidiaryDomestic Restricted Subsidiary and any refinancing thereof; (v5) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $250.0 million; (vi) Indebtedness owed or Guarantees in respect of any overdrafts netting services, business credit card programs, overdraft protection and related liabilities arising from other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereoffunds or other fund transfer or payment processing services; (vii6) Indebtedness in respect or Guarantees arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees and draft or similar instruments issued for the account of any Subsidiary instrument drawn against insufficient funds in the ordinary course of business supporting business, provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (7) reimbursement obligations under incurred in the ordinary course of business; (i8) advances and deposits received in the ordinary course of business; (9) Indebtedness or Guarantees incurred (a) in respect of workers’ compensationcompensation claims, payment obligations in connection with health or other types of social security benefits, unemployment insurance and or other social security legislation and (ii) tenders, bids, trade contracts, leases (other than capitalized lease obligations or synthetic lease obligations), statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds reclamation and other obligations of a like nature; statutory obligations, (viiib) Hedging Obligations entered into other than for speculative purposes and in connection with the financing of insurance premiums; and premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (ixc) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness not excepted by or Guarantee or other obligations referred to in clauses (i1) through (viii8) or this clause (9), payment (other than for payment of Indebtedness) aboveand completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; (10) Indebtedness that constitutes Non-Recourse Indebtedness in an amount not to exceed the greater of (a) $8.0 billion and (b) 3.0 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt; (11) Indebtedness of a Finance Subsidiary (and Guarantees thereof) in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding; or (12) Indebtedness or Guarantee outstanding on the date of this Indenture and any extension, renewal, replacement, refinancing or refunding of any Indebtedness or Guarantee existing on the date of this Indenture or referred to in clauses (1) and (2); provided that any Indebtedness or Guarantee incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness or Guarantee referred to in this clause or clauses (1) and (2) above and the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. (c) Notwithstanding Sections 4.07(a) and (b), any Domestic Restricted Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject to the restrictions set forth in Section 4.07(a), without Guaranteeing the payment of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes, if after giving effect thereto, Exempted Aggregate Debt does not exceed an amount equal to the greater of (a) $250.0 million 8,000,000,000, and (b) 3.0 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the principal of, premium, if any, and interest on the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in the aggregate at connection with any time outstandingsuch extension, renewal, replacement, refinancing or refunding. (cd) In the event that Indebtedness For purposes of this Section 4.07, if any Subsidiary Debt meets the criteria of more than one of the clauses types of (i) through (ix) of Section 4.7(b)Subsidiary Debt described above, the Company, in its sole discretion, shall will classify, and may reclassify, such Subsidiary Debt and Subsidiary Debt may be permitted to classify such Indebtedness (or portion thereof) at divided and classified and reclassified into more than one of the time types of its Incurrence in any manner that complies with this covenantSubsidiary Debt described above. In addition, for purposes of calculating compliance with the foregoing covenant, in no event will the amount of any Subsidiary Debt be required to be included more than once despite the fact more than one Person is or becomes liable with respect to any related Indebtedness (or portion thereof) originally classified as Incurred pursuant to any for example, and for avoidance of clauses (i) through (ix) of Section 4.7(b) may later be reclassified by the Companydoubt, in its sole discretion, such that it (the case where more than one Subsidiary incurs Subsidiary Debt or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the extent that such reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to clauses (i) through (ix) of Section 4.7(b) by a Subsidiary that subsequently otherwise becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as liable for such Subsidiary becomes a Subsidiary Guarantor until such timeDebt, if any, that the Company, in its sole discretion, elects to classify or reclassify such Indebtedness as Incurred under any of such clauses to permit the release amount of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For Debt shall only be included once for purposes of this Section 4.7: (i) accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Subsidiaries may Incur shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currenciescalculations).