Common use of Limitations on Subsidiary Indebtedness Clause in Contracts

Limitations on Subsidiary Indebtedness. The Borrower will not permit any Restricted Subsidiary to create, incur, assume or permit to exist any Indebtedness other than (a) Indebtedness existing on the date hereof and set forth on Schedule 5.07 and any refinancing, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decrease the weighted average life thereof, (b) Indebtedness owed to the Borrower or any other Subsidiary and not assigned or pledged to any other Person, (c) Indebtedness in connection with a Permitted Receivables Financing, (d) Indebtedness existing at the time a Restricted Subsidiary (not having previously been a Subsidiary) (i) becomes a Restricted Subsidiary or (ii) is merged or consolidated with or into a Restricted Subsidiary, provided that such Indebtedness is not created in contemplation of such merger or consolidation, (e) intra-day balances and/or notional or physical pooling of cash in connection with the cash management procedures of the Borrower or any Subsidiary, (f) Indebtedness arising as a result of FIN 46, (g) Indebtedness secured by Liens permitted under Section 5.06 and (h) other unsecured Indebtedness in an aggregate principal amount for all Restricted Subsidiaries, which amount, when aggregated (without duplication) with the aggregate principal amount of the secured obligations incurred or outstanding in reliance on Section 5.06(m) and the aggregate amount of Attributable Debt incurred or outstanding in reliance on Section 5.08, shall not at any time exceed $500,000,000.

Limitations on Subsidiary Indebtedness. (a) The Borrower Issuer will not permit any Restricted Subsidiary of its Subsidiaries to createissue, incurassume, assume guarantee or permit suffer to exist any Indebtedness other than (awhether secured or unsecured) Indebtedness existing without concurrently providing that the Securities will be guaranteed on the date hereof and set forth on Schedule 5.07 and any refinancing, extensions, renewals and replacements of a pari passu basis with any such Indebtedness; provided, however, that the foregoing restrictions shall not apply to: (1) any Indebtedness that do not increase of a Person which is acquired by the Issuer where such Indebtedness is outstanding principal amount thereof or result in an earlier maturity date or decrease the weighted average life thereof, (b) Indebtedness owed to the Borrower or any other Subsidiary and not assigned or pledged to any other Person, (c) Indebtedness in connection with a Permitted Receivables Financing, (d) Indebtedness existing at the time a Restricted Subsidiary (not having previously been a Subsidiary) (i) that such Person becomes a Restricted Subsidiary or (ii) is merged or consolidated with or into a Restricted Subsidiary, provided that of the Issuer and such Indebtedness is was not created incurred in contemplation of such merger or consolidation, acquisition; and (e2) intra-day balances and/or notional or physical pooling of cash Indebtedness in connection with the cash management procedures favor of the Borrower Issuer or any Subsidiaryof its Subsidiaries that has guaranteed the Securities on a pari passu basis. (b) Notwithstanding the provisions of subsection (a) of this Section 1007, (f) Indebtedness arising as a result any of FIN 46the Subsidiaries of the Issuer may issue, (g) Indebtedness secured by Liens permitted under Section 5.06 and (h) other unsecured Indebtedness assume, guarantee or suffer to exist Indebtedness, which would otherwise be subject to the foregoing restrictions, in an aggregate principal amount for which together with (1) all Restricted other Indebtedness, otherwise subject to the foregoing restrictions, (2) all unsecured Indebtedness of each Subsidiary that has not provided a guarantee that is in full force and effect to holders of senior unsecured debt securities of the Issuer ranking on the same basis as such Indebtedness and (3) all Attributable Debt in respect of Sale and Lease-Back Transactions of the Issuer and its Subsidiaries existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied in accordance with clause (b) of Section 1009), does not at the time exceed 10% of the stockholders' equity of the Issuer and its consolidated Subsidiaries, which amountcomputed in accordance with GAAP applied on a consistent basis, when aggregated (without duplication) with as shown on the aggregate principal amount audited consolidated balance sheet contained in the latest annual report to stockholders of the secured obligations incurred or outstanding in reliance on Section 5.06(m) and the aggregate amount of Attributable Debt incurred or outstanding in reliance on Section 5.08, shall not at any time exceed $500,000,000Issuer.

Limitations on Subsidiary Indebtedness. The Borrower Issuer will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to create, incur, assume assume, guarantee, acquire, or permit to exist become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”), any Indebtedness other than for money borrowed; provided, however, that the foregoing limitations will not apply to the incurrence of any of the following, each of which shall be given independent effect: (a) Indebtedness existing outstanding on the date hereof Issue Date; (b) Indebtedness of a Restricted Subsidiary that represents the assumption by such Restricted Subsidiary of Indebtedness of another Subsidiary, and set forth on Schedule 5.07 Indebtedness owed by any Restricted Subsidiary to the Issuer or to another Subsidiary; provided that any such Indebtedness shall be at all times held by a Person which is either the Issuer or a Subsidiary; and any refinancing, extensions, renewals and replacements provided further that upon the transfer or other disposition of any such Indebtedness to a Person other than the Issuer or another Subsidiary, the incurrence of such Indebtedness shall be deemed to be an incurrence that do is not increase the outstanding principal amount thereof or result in an earlier maturity date or decrease the weighted average life thereof, permitted by this clause (b) Indebtedness owed to the Borrower or any other Subsidiary and not assigned or pledged to any other Person, ); (c) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in connection with the ordinary course of business; or (ii) the honoring by a Permitted Receivables Financingbank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (d) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Restricted Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate amount of such guarantees by all Restricted Subsidiaries does not exceed $100,000,000; (e) Indebtedness incurred by a foreign Restricted Subsidiary in the ordinary course of business; (f) Indebtedness of any Person existing at the time a Restricted Subsidiary (not having previously been a Subsidiary) (i) such Person becomes a Restricted Subsidiary or (ii) is merged into or consolidated with or into a Restricted SubsidiarySubsidiary or at the time of a purchase, provided that such Indebtedness is not created in contemplation lease or other acquisition by a Restricted Subsidiary of assets of such merger Person as an entirety or consolidationsubstantially as an entirety; (g) Indebtedness of a Restricted Subsidiary arising from agreements providing for indemnification, (e) intra-day balances and/or notional adjustment of purchase price or physical pooling similar obligations or from guarantees, letters of cash credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Subsidiaries incurred or assumed in connection with the cash management procedures disposition of any business, property or Subsidiary, other than guarantees or similar credit support by any Restricted Subsidiary of Indebtedness incurred by any Person acquiring all or any portion of such business, property or Subsidiary for the purpose of financing such acquisition; (h) Indebtedness of a Restricted Subsidiary in respect of performance, surety and other similar bonds, bankers’ acceptances and letters of credit provided by such Subsidiary in the ordinary course of business; (i) Indebtedness secured by a lien permitted by Section 3.9 or arising in respect of a sale and lease-back transaction permitted by Section 3.10 or any Indebtedness incurred to finance all or any part of the Borrower purchase price or cost of construction of improvements in respect of property or assets acquired by a Person after the date of this Indenture and incurred prior to, at the time of, or within 360 days after, the acquisition of any such property or assets or the completion of any such construction or improvements; (j) Indebtedness that is issued, assumed or guaranteed in connection with, or with a view to, compliance by a Restricted Subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Issuer; (k) Indebtedness arising from Rate Hedging Obligations incurred to limit risks of currency or interest rate fluctuations to which a Subsidiary is otherwise subject by virtue of the operations of its business, and not for speculative purposes; (l) Indebtedness outstanding under investment grade commercial paper programs; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness incurred by any Financing Subsidiary; and (o) Indebtedness incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement of any Indebtedness described in clauses (a), (b), (f) Indebtedness arising as a result of FIN 46), (g) Indebtedness secured by Liens permitted under Section 5.06 and (hi) above (“Refinancing Indebtedness”); provided that (i) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so renewed, extended, substituted, refunded, defeased, refinanced or replaced (plus the premiums paid in connection therewith (which shall not exceed the stated amount of any premium or other unsecured payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced) and the expenses incurred in connection therewith); (ii) the Refinancing Indebtedness shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced; and (iii) the Refinancing Indebtedness shall rank no more senior, and shall be at least as subordinated, in right of payment as the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced. Notwithstanding the foregoing restrictions, Restricted Subsidiaries will be permitted to incur any Indebtedness for money borrowed that would otherwise be subject to the foregoing restrictions in an aggregate principal amount for all Restricted Subsidiarieswhich, which amount, when aggregated (without duplication) together with the aggregate principal amount of other such Indebtedness for money borrowed that is incurred by Restricted Subsidiaries (not including Indebtedness permitted pursuant to the secured obligations incurred or outstanding in reliance on Section 5.06(mforegoing paragraphs (a) and through (o)), does not, at the aggregate amount time such Indebtedness is incurred, exceed 3.0% of Attributable Debt incurred or outstanding in reliance on Section 5.08, shall not at any time exceed $500,000,000Consolidated Total Assets.

Limitations on Subsidiary Indebtedness. With respect to the Notes, the Base Indenture is hereby modified to add the following covenant in this Section 4.03. The Borrower Issuer will not permit any Restricted Subsidiary to createof its Subsidiaries to, incurincur any Indebtedness, assume or permit to exist any Indebtedness other than except that the foregoing provision shall not apply to: (a) Indebtedness existing on the issue date hereof and set forth on Schedule 5.07 (other than Indebtedness outstanding under the Revolving Credit Facilities) and any refinancingRefinancing Indebtedness with respect to such Indebtedness; (b) intercompany loans and advances between the Issuer and its Subsidiaries; provided that (i) if the obligor on such intercompany loan or advance is the Issuer, extensions, renewals then such Indebtedness must be expressly subordinated to the prior payment in full of the Notes; and replacements (ii) at the time of (1) any subsequent issuance or transfer of capital stock that results in any such Indebtedness being held by a person other than the Issuer or one of its Subsidiaries or (2) any sale or other transfer of any such Indebtedness to a person that do not increase is neither the outstanding principal amount thereof or result in an earlier maturity date or decrease Issuer nor a Subsidiary of the weighted average life thereofIssuer, such Indebtedness will no longer be permitted to be Incurred under this clause (b) Indebtedness owed to the Borrower or any other Subsidiary and not assigned or pledged to any other Person, ); (c) Indebtedness of an entity existing at the time such entity becomes a Subsidiary of the Issuer or is merged, consolidated or amalgamated with or into any Subsidiary of the Issuer and not Incurred in connection contemplation of such transaction, and any Refinancing Indebtedness with a Permitted Receivables Financing, respect thereto; (d) Indebtedness existing in respect to letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; (e) Indebtedness Incurred prior to, at the time a Restricted Subsidiary (not having previously been a Subsidiary) (i) becomes a Restricted Subsidiary of or (ii) is merged within 180 days after the construction, development or consolidated with improvement of property or into a Restricted Subsidiaryafter the completion of construction of property, provided that such Indebtedness is not created in contemplation for the purpose of such merger financing all or consolidation, (e) intra-day balances and/or notional or physical pooling of cash in connection with the cash management procedures part of the Borrower cost of construction, development or improvement, and any Subsidiary, Refinancing Indebtedness with respect to such Indebtedness; (f) Indebtedness arising as a result Incurred prior to, at the time of FIN 46or within 180 days after the acquisition of property, shares of stock or Debt for the purpose of financing all or part of such purchase price of property, shares of stock or Debt, and any Refinancing Indebtedness with respect to such Indebtedness; (g) Indebtedness secured by Liens permitted under Section 5.06 in respect of workers’ compensation claims or self-insurance and respect of performance, bid and surety bonds and completion guarantees provided in the ordinary course of business; (h) other unsecured Indebtedness Incurred in the ordinary course of business in an aggregate principal amount for all Restricted Subsidiaries, which amountthat, when aggregated taken together with Indebtedness secured by mortgages Incurred pursuant to Section 4.02(k) does not exceed $50,000,000 at any one time outstanding; (without duplicationi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (j) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice not to exceed $50,000,000 at any one time outstanding; (k) cash management obligations, cash management services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements and otherwise in connection with depositary accounts and repurchase agreements; (l) Indebtedness in respect of any Project Financing Incurred by any Project Financing Subsidiary (provided that such Project Financing Subsidiary may not own or hold (i) any Principal Property or (ii) any proved oil and gas reserves, in each case owned or held by the Issuer or any Subsidiary as of the issue date); and (m) other Indebtedness the aggregate principal amount of which, when taken together with the aggregate principal amount of all other then outstanding Aggregate Debt, does not exceed the secured obligations incurred greater of (i) 10% of the Consolidated Net Assets of the Issuer or outstanding in reliance on Section 5.06(m(ii) $1,750,000,000 at the time of Incurrence of such Indebtedness after giving effect to the receipt and application of the aggregate amount of Attributable Debt incurred or outstanding in reliance on Section 5.08, shall not at any time exceed $500,000,000proceeds therefrom.

Limitations on Subsidiary Indebtedness. (a) The Borrower Issuer will not permit any Restricted Subsidiary of its Subsidiaries to createissue, incurassume, assume guarantee or permit suffer to exist any Indebtedness other than (awhether secured or unsecured) Indebtedness existing without concurrently providing that the Securities will be guaranteed on the date hereof and set forth on Schedule 5.07 and any refinancing, extensions, renewals and replacements of a pari passu basis with any such Indebtedness; provided, however, that the foregoing restrictions shall not apply to: (1) any Indebtedness that do not increase of a Person which is acquired by the Issuer where such Indebtedness is outstanding principal amount thereof or result in an earlier maturity date or decrease the weighted average life thereof, (b) Indebtedness owed to the Borrower or any other Subsidiary and not assigned or pledged to any other Person, (c) Indebtedness in connection with a Permitted Receivables Financing, (d) Indebtedness existing at the time a Restricted Subsidiary (not having previously been a Subsidiary) (i) that such Person becomes a Restricted Subsidiary or (ii) is merged or consolidated with or into a Restricted Subsidiary, provided that of the Issuer and such Indebtedness is was not created incurred in contemplation of such merger or consolidation, acquisition; and (e2) intra-day balances and/or notional or physical pooling of cash Indebtedness in connection with the cash management procedures favor of the Borrower Issuer or any Subsidiaryof its Subsidiaries that has guaranteed the Securities on a pari passu basis. (b) Notwithstanding the provisions of subsection (a) of this Section 1007, (f) Indebtedness arising as a result any of FIN 46the Subsidiaries of the Issuer may issue, (g) Indebtedness secured by Liens permitted under Section 5.06 and (h) other unsecured Indebtedness assume, guarantee or suffer to exist Indebtedness, which would otherwise be subject to the foregoing restrictions, in an aggregate principal amount for which together with (1) all Restricted other Indebtedness otherwise subject to the foregoing restrictions, (2) all unsecured Indebtedness of each Subsidiary that has not provided a guarantee that is in full force and effect to holders of senior unsecured debt securities of the Issuer ranking on the same basis as such Indebtedness and (3) all Attributable Debt in respect of Sale and Lease-Back Transactions of the Issuer and its Subsidiaries existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied in accordance with clause (b) of Section 1009), does not at the time exceed 10% of the stockholders' equity of the Issuer and its consolidated Subsidiaries, which amountcomputed in accordance with GAAP applied on a consistent basis, when aggregated (without duplication) with as shown on the aggregate principal amount audited consolidated balance sheet contained in the latest annual report to stockholders of the secured obligations incurred or outstanding in reliance on Section 5.06(m) and the aggregate amount of Attributable Debt incurred or outstanding in reliance on Section 5.08, shall not at any time exceed $500,000,000Issuer.