Common use of Priority Indebtedness Clause in Contracts

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof of the Existing Credit Agreement and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofof the Existing Credit Agreement); (c) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary, or Indebtedness of the Company Borrower to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Borrower or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes or became a Subsidiary after the date hereofof the Existing Credit Agreement; provided that such Indebtedness and any Liens securing the same exist exists or existed at the time such Person becomes or became a Subsidiary and are Subsidiary, is not or was not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and is not or was not secured by any such Liens do not extend to additional assets of the Company or any Subsidiaryother than Liens permitted under Section 6.02(c), and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not or did not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds as an account party in respect of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided letters of credit backing obligations of any Subsidiary that such Indebtedness is do not secured by assets of the Company or any Domestic Subsidiary; andconstitute Indebtedness; (g) other Priority Indebtedness incurred in connection with any sale and lease-back transactions permitted under Section 6.03; (h) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $250,000,000; and (i) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) than $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets75,000,000.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Loan DocumentsSubsidiary Guarantee Agreement, (iii) [reserved], (iv) the Senior Notes (and related Guarantees thereof) and (v) extensions, renewals, refinancings or replacements of any Indebtedness described in clause (i) above that does not increase the principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus fees, costs or expenses owing or paid related to such Indebtedness and costs, fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement) or, if such extensions, renewals, refinancing or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01 (any such Indebtedness incurred pursuant to this clause (a)(v), “Specified Refinancing Indebtedness”); (b) Indebtedness existing on the date hereof Closing Date and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the Closing Date) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofClosing Date); (c) [reserved]; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 270 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Closing Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and Indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that (i) either (x) do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or (y) if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01, (ii) do not add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that (iii) are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (i) Indebtedness consisting of (or connected with) industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the aggregate amount, without duplication, of all Securitization Transactions does not at any time exceed (x) US$200,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or (y) US$500,000,000 in respect of other Securitization Transactions; (k) other Priority Indebtedness in an aggregate amount outstanding at any time not greater than 15% of Consolidated Net Tangible Assets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing 2017 Credit Agreement); (l) Indebtedness arising under a guarantee or indemnity given by the Company or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or any Subsidiary; and (gm) Indebtedness incurred pursuant to overdraft, daylight exposure or other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assetssimilar facilities.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under this Agreement and the Loan DocumentsSubsidiary Guarantee Agreement; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness (other than the Molson FRNs and the Molson Debentures) that do not increase the outstanding principal amount thereof; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness created under the Bridge Facility and Guarantees by Subsidiary Guarantors in respect thereof; (d) the Senior Notes and related Guarantees of the Company and Subsidiary Guarantors (but not of any Subsidiary that is not a Subsidiary Guarantor with respect to all of the Obligations); provided, that the Senior Notes shall not have the benefit of any Guarantees, Liens or other credit support that does not equally benefit the holders of the Obligations; (e) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (df) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (eg) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fh) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (i) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary; andSubsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (gj) Indebtedness consisting of (or connected with) industrial development, pollution control or other Priority Indebtedness revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (k) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $100,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or $400,000,000 in respect of other Securitization Transactions; (il) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, as of September 30, 2004 as shown on the pro forma balance sheet referred to in Section 3.04(c)); and (m) Indebtedness arising under a guarantee or indemnity given by the Company or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or any Subsidiary.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Term Loan DocumentsAgreement up to an aggregate principal amount of US$3,000,000,000 (and related Guarantees thereof), (iv) the Senior Notes (and related Guarantees thereof) and (v) extensions, renewals, refinancings or replacements of any Indebtedness described in clauses (i) or (iii) above that does not increase the principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus fees, costs or expenses owing or paid related to such Indebtedness and costs, fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement) or, if such extensions, renewals, refinancing or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01 (any such Indebtedness incurred pursuant to this clause (a)(v), “Specified Refinancing Indebtedness”); (b) Indebtedness existing on the date hereof Closing Date and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the Closing Date) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofClosing Date); (c) Indebtedness of any Subsidiary incurred pursuant to the Company or any other Subsidiary, or Indebtedness of the Company to any SubsidiaryVancouver Brewery Sale-Leaseback Transaction; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion Attributable Debt of such construction or improvement and Vancouver Brewery Sale-Leaseback Transaction does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsUS$100,000,000; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateThe Company will not, nor will it cause or permit any of its Material Subsidiaries to, create, incur, assume or permit to exist any Priority Indebtedness other thanIndebtedness, except: (a) Indebtedness of any Subsidiary Borrower incurred under the Loan Documents, and Indebtedness of any Material Subsidiary (if any) party as a borrower under the Other Credit Agreement; (b) (i) Priority Indebtedness of the Company and/or any Material Subsidiary existing on the Effective Date (provided that the aggregate principal amount of such existing Priority Indebtedness (other than Indebtedness (x) permitted under any of the other clauses (other than clause (o)) of this Section or (y) covered under clause (e) or (so long as the aggregate principal amount of Priority Indebtedness of the Company and its Material Subsidiaries constituting Operating Indebtedness as of the Effective Date is not greater than the aggregate principal amount of such Priority Indebtedness as of September 30, 2010) clause (f) of the definition of “Operating Indebtedness”) shall not exceed $2,313,000,000); (ii) if any Material Subsidiary shall become a Material Subsidiary after the Effective Date, Priority Indebtedness of such Material Subsidiary existing on the date hereof such Material Subsidiary first becomes a Material Subsidiary; (iii) if any Material Subsidiary ceases to be a Material Subsidiary and set forth on Schedule 6.01is subsequently redesignated as a Material Subsidiary, Priority Indebtedness of such Material Subsidiary existing as of the date of such redesignation (including, in the case of clauses (i), (ii) and (iii) above, any Priority Indebtedness, including Guarantees, of any Material Subsidiary owing to the Company or another Subsidiary); and (iv) any extensions, renewals renewals, exchanges or replacements of any such Indebtedness that do not increase to the outstanding extent (A) the principal amount thereof; provided that no additional Subsidiaries will be added as obligors of such Indebtedness is not increased (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable fees and expenses incurred in connection with such extension, renewals or guarantors in respect of any Indebtedness referred to in this clause (breplacement) and (B) such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on less favorable to the date hereof)Lenders; (c) Indebtedness (including Guarantees) of any Material Subsidiary owing to the Company or any other Subsidiary, or Indebtedness a Subsidiary of the Company to any Subsidiaryincurred after the Effective Date; provided that no such Indebtedness (other than such Indebtedness of AIG FP incurred in connection with its winding down) shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiarysecured; (d) Indebtedness obligations of any Material Subsidiary (including Capital Lease Obligations and obligations under conditional i) to return collateral consisting of cash or securities arising out of or in connection with the lending of the same or substantially similar securities or (ii) to purchase securities arising out of or in connection with the sale of the same or other title retention agreements) incurred to finance substantially similar securities, in each case in the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by ordinary course of the Company or any business of such Material Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetseach case consistent with past practice; (e) Indebtedness of the Company or any Person that becomes a Material Subsidiary after in respect of securitizations of any of its assets (including notes or accounts receivable) entered into in the date hereof; provided that ordinary course of business, which shall be secured by Liens solely on such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or securitized assets (including (i) Guarantees issued in connection with such Person becoming a Subsidiary, therewith and any such Liens do not extend to additional assets (ii) repurchase obligations for breach of representations and indemnities); (f) unsecured or secured Indebtedness of the Company or any Subsidiary, and extensions, renewals or replacements Material Subsidiary in respect of letters of credit issued on behalf of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof Insurance Subsidiary for insurance regulatory or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assetsreinsurance purposes; (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to a Person (other than the Company or one or more Domestic Subsidiaries; provided any of its Affiliates) that such Indebtedness is not secured by assets consolidated on the balance sheet of the Company or any Domestic SubsidiaryMaterial Subsidiary as a “Variable Interest Entity” under Financial Accounting Standards Boards Interpretation No. 46R (or any successor interpretations or amendments thereto and as affected by any subsequent relevant pronouncements of the FASB or, if, and to the extent applicable, the SEC); andprovided that the satisfaction of such Indebtedness is limited to the property of such Person (except for customary exceptions for fraud, misapplication of funds, breach of representations and environmental indemnities); (gh) Indebtedness of any Material Subsidiary secured by Liens on any of its real property (including investments in real property) and certain personal property related thereto; provided that (i) the recourse of the holder of such Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating such Liens or providing for such Indebtedness shall be limited to such real property and personal property relating thereto; and (ii) such holder may not under the instrument creating such Lien or providing for such Indebtedness collect by levy of execution or otherwise against property of such Material Subsidiary (other Priority than such real property and personal property relating thereto directly securing such Indebtedness) if such Material Subsidiary fails to pay such Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in “non-recourse” real estate transactions; (i) unsecured letters of credit issued for the account of Chartis Inc. under the Chartis Letter of Credit Agreement not exceeding an aggregate face amount of $2,000,000,000 (and any extensions, renewals, exchanges or replacements thereof to the extent the sumaggregate face amount of such letters of credit thereunder shall not exceed $2,500,000,000); (j) capital maintenance agreements, without duplicationkeep well agreements, support agreements and other similar arrangements, whether or not constituting Indebtedness, provided by the Company or any Material Subsidiary for the benefit of any Subsidiary of the Company; (k) advances and extensions of credit to a Material Subsidiary by any Federal Home Loan Bank; (l) Indebtedness of International Lease Finance Corporation and its Subsidiaries; provided that neither the Company nor any other Subsidiary shall provide any credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) with respect to such Indebtedness; (m) Indebtedness of the Company or any Material Subsidiary in respect of letters of credit, bankers’ acceptances and/or loan facilities required to support the capital requirements of Ascot Corporate Name Ltd., as a member of Lloyds of London; (n) Indebtedness incurred by any Material Subsidiary in connection with ordinary course operation of the affordable housing business of SAFG Retirement Services, Inc. and its Subsidiaries, including (i) the aggregate amount thereof outstanding at any time and secured or unsecured letters of credit, (ii) operating deficit loans funded through a Material Subsidiary, (iii) purchasing, making, owning, managing and selling loans (with customary representations and guarantees, either individually or in pools, in whole or in structured interests) and related ordinary course lender activities (including foreclosure) and (iv) syndicator activities, including acting as a general partner and/or guarantor of investment funds; and (o) additional Priority Indebtedness of the Company and/or any of its Material Subsidiaries in an aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect principal amount not to exceed $500,000,000 at any one time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assetsoutstanding.

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; ; AMERICAS/2023579349.7 63 (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateIncur, incurcreate, assume or permit to exist at any Priority time any Indebtedness other than: or any Sale and Leaseback Obligation, which would result in (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) Indebtedness of Subsidiaries of the aggregate amount thereof outstanding at Borrower (excluding Indebtedness of any time and wholly-owned Subsidiary of the Borrower to the Borrower or of any other wholly-owned Subsidiary of the Borrower to any wholly-owned Subsidiary of the Borrower), (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements Indebtedness that is secured by Liens permitted under Section 6.03 and in effect at any time shall (iii) Sale and Leaseback Obligations (other than Sale and Leaseback Obligations that are not exceed Capitalized Lease Obligations and that were entered into prior to the greater of date hereof), exceeding (i) $150,000,000 and (iib) 10% of Consolidated Tangible Net Tangible AssetsAssets (any such Indebtedness permitted and existing under this Section 6.02 being herein referred to as "Priority Indebtedness"); provided that the amount of Priority Indebtedness available hereunder shall not be greater than the lowest amount of "Priority Indebtedness" as defined in and as available under the documents governing Indebtedness and the other agreements described on Schedule 6.01 and any comparable provision in any other Indebtedness document or other agreement, in each case, so long as such documents or agreements are applicable, if at all; and, if all such documents or agreements are no longer outstanding, then the limit on the amount of Priority Indebtedness set forth in this proviso shall be eliminated; provided, further, that the Sale and Leaseback Obligations included in clause (iii) of this Section 6.02 shall exclude up to $50,000,000 of Sale and Leaseback Obligations entered into after the Closing Date that are not Capitalized Lease Obligations at such time as the definitions of "Priority Indebtedness" in all of the documents governing Indebtedness and the other agreements described on Schedule 6.01 and any comparable provision in any other Indebtedness document or other agreement are amended to provide for such exclusion or all such documents and agreements are no longer applicable. For the avoidance of doubt, the amount of the Guaranteed Portion shall be applied against the amount of Priority Indebtedness permitted under this Section 6.02.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other thanIndebtedness, except: (a) Indebtedness under arising from intercompany loans and advances owing by any Subsidiary to the Loan DocumentsBorrower or any other Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Borrower or a Subsidiary; (b) Indebtedness existing of the Borrower or any Subsidiary incurred to finance the acquisition, construction, lease, repair, replacement, expansion or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the date hereof and set forth on Schedule 6.01acquisition thereof, and extensions, renewals or and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors thereunder (except for any increase in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assetsreplacement); provided that (i) such Indebtedness is incurred prior to or within 180 270 days after such acquisition or the completion of such construction or improvement and does (ii) at the time of incurrence thereof the aggregate principal amount of Indebtedness then outstanding in reliance on this Section 6.03(b) shall not exceed (A) the cost greater of acquiring$125,000,000 and 1.25% of ACNTA (as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.01) plus (B) in the event of any extensions, constructing renewals, refinancings and replacements of any such Indebtedness, any increase in the outstanding principal amount necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or improving such fixed replacement; (c) indemnification, adjustment of purchase price, earnout or capital assetssimilar obligations, in each case, incurred or assumed in connection with any acquisition or Disposition otherwise permitted hereunder; (d) to the extent constituting Indebtedness, Indebtedness associated with worker’s compensation claims, performance, bid, surety, appeal or similar bonds or surety obligations and completion guarantees required by Requirements of Law or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties or to secure health, safety and environmental obligations; (e) (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (A) incurred (excluding, for avoidance of doubt, undrawn amounts) prior to such Indebtedness and any Liens securing the same exist Person becoming a Subsidiary pursuant to an acquisition or Investment not prohibited hereunder or (B) incurred (excluding , for avoidance of doubt undrawn amounts) at the time the applicable Property securing such Person becomes a Subsidiary and are Indebtedness was acquired pursuant to an acquisition or Investment not created prohibited hereunder; provided that, in each case, (I) such Indebtedness was not incurred (or drawn or funded) in contemplation of of, or in connection with or to fund consideration for, such Person becoming a SubsidiarySubsidiary or such acquisition or Investment, as the case may be, (II) if secured, such Indebtedness is only secured under Section 6.02(h) and (III) such Indebtedness is not guaranteed or otherwise supported by any such Liens do not extend to additional assets other Priority Indebtedness of the Company Borrower or any SubsidiarySubsidiary (other than (x) the Subsidiary being acquired, and extensions, renewals (y) any Subsidiaries of the Subsidiary being acquired at the time of such acquisition or replacements (z) any Subsidiaries of any the Subsidiary being acquired formed in the ordinary course of business after such acquisition that are required by the terms of the Indebtedness referred permitted by this Section 6.03(e) to above become guarantors thereof) and (ii) any extension, renewal, refinancing or replacement of such Indebtedness (other than any drawings of undrawn amounts thereunder in this clause that do not excess of the drawn amount incurred pursuant to Section 6.03(e)(i)(A)), including any increase in the outstanding principal amount thereof of such Indebtedness to the extent such increase is necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to an extension, renewal, refinancing or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assetsreplacement of such Priority Indebtedness); (f) Indebtedness incurred to finance insurance premiums in the ordinary course of any Foreign Subsidiary incurred after business in an aggregate principal amount not to exceed the date hereof, the net proceeds amount of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; andinsurance premium; (g) other Priority Indebtedness Indebtedness; provided that, immediately after giving effect to the extent the sumincurrence thereof, without duplication, of (i) the aggregate principal amount thereof of all Priority Indebtedness incurred pursuant to this Section 6.03(g) and outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time such time, shall not exceed the greater of (i) $150,000,000 and (ii) 1015% of Consolidated Net Tangible AssetsACNTA (as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.01). For purposes of this Section 6.03, any payment by the Borrower or any Subsidiary of any interest on any Indebtedness in kind (by adding the amount of such interest to the principal amount of such Indebtedness) shall be deemed to be an incurrence of Indebtedness.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other thanIndebtedness, except: (a) Indebtedness under arising from intercompany loans and advances owing by any Subsidiary to the Loan DocumentsBorrower or any other Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Borrower or a Subsidiary; (b) Indebtedness existing of the Borrower or any Subsidiary incurred to finance the acquisition, construction, lease, repair, replacement, expansion or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the date hereof and set forth on Schedule 6.01acquisition thereof, and extensions, renewals or and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors thereunder (except for any increase in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assetsreplacement); provided that (i) such Indebtedness is incurred prior to or within 180 270 days after such acquisition or the completion of such construction or improvement and does (ii) at the time of incurrence thereof the aggregate principal amount of Indebtedness then outstanding in reliance on this Section 6.03(b) shall not exceed (A) the cost greater of acquiring$125,000,000 and 1.25% of ACNTA (as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.01) plus (B) in the event of any extensions, constructing renewals, refinancings and replacements of any such Indebtedness, any increase in the outstanding principal amount necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or improving such fixed or capital assetsreplacement; (ec) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or Disposition otherwise permitted hereunder; (d) to the extent constituting Indebtedness, Indebtedness associated with worker’s compensation claims, performance, bid, surety, appeal or similar bonds or surety obligations and completion guarantees required by Requirements of Law or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties or to secure health, safety and environmental obligations; (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (A) incurred (excluding, for avoidance of doubt, undrawn amounts) prior to such Indebtedness and any Liens securing the same exist Person becoming a Subsidiary pursuant to an acquisition or Investment not prohibited hereunder or (B) incurred (excluding , for avoidance of doubt undrawn amounts) at the time the applicable Property securing such Person becomes a Subsidiary and are Indebtedness was acquired pursuant to an acquisition or Investment not created prohibited hereunder; provided that, in each case, (I) such Indebtedness was not incurred (or drawn or funded) in contemplation of of, or in connection with or to fund consideration for, such Person becoming a SubsidiarySubsidiary or such acquisition or Investment, as the case may be, (II) if secured, such Indebtedness is only secured under Section 6.02(h) and (III) such Indebtedness is not guaranteed or otherwise supported by any such Liens do not extend to additional assets other Priority Indebtedness of the Company Borrower or any SubsidiarySubsidiary (other than (x) the Subsidiary being acquired, and extensions, renewals (y) any Subsidiaries of the Subsidiary being acquired at the time of such acquisition or replacements (z) any Subsidiaries of any the Subsidiary being acquired formed in the ordinary course of business after such acquisition that are required by the terms of the Indebtedness referred permitted by this Section 6.03(e) to above become guarantors thereof) and (ii) any extension, renewal, refinancing or replacement of such Indebtedness (other than any drawings of undrawn amounts thereunder in this clause that do not excess of the drawn amount incurred pursuant to Section 6.03(e)(i)(A)), including any increase in the outstanding principal amount thereof of such Indebtedness to the extent such increase is necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to an extension, renewal, refinancing or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assetsreplacement of such Priority Indebtedness); (f) Indebtedness incurred to finance insurance premiums in the ordinary course of any Foreign Subsidiary incurred after business in an aggregate principal amount not to exceed the date hereof, the net proceeds amount of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; andinsurance premium; (g) other Priority Indebtedness Indebtedness; provided that, immediately after giving effect to the extent the sumincurrence thereof, without duplication, of (i) the aggregate principal amount thereof of all Priority Indebtedness incurred pursuant to this Section 6.03(g) and outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time such time, shall not exceed the greater of (i) $150,000,000 and (ii) 1015% of Consolidated Net Tangible AssetsACNTA (as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.01). For purposes of this Section 6.03, any payment by the Borrower or any Subsidiary of any interest on any Indebtedness in kind (by adding the amount of such interest to the principal amount of such Indebtedness) shall be deemed to be an incurrence of Indebtedness.

Priority Indebtedness. CreateThe Company will not, incurat any time, assume permit any Subsidiary to create, incur or permit suffer to exist any Priority Indebtedness other than: except (ai) Indebtedness under the Loan Documents; Notes and hereunder, (bii) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary owed to the Company or any other another Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (eiii) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist one or more Subsidiaries (other than Target) existing at the time such Person becomes a Subsidiary and are not created Subsidiaries become Subsidiaries in contemplation of an aggregate principal amount for all Indebtedness incurred or in connection with such Person becoming a Subsidiary, and any such Liens do not extend assumed pursuant to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do (iii) not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof exceed $300,000,000 outstanding at any time and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not (iix) increase the aggregate sales price principal amount of such Indebtedness (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith) and (y) does not change the obligors thereunder, (iv) Indebtedness secured by any Lien permitted by Section 10.5 (and any guarantee of such Indebtedness by another Subsidiary) and (v) other Indebtedness in an aggregate amount outstanding at any time, not greater than (A) for the assets transferred in all sale period commencing on the Acquisition Funding Date and lease-back arrangements permitted under Section 6.03 ending on the date that is 60 days thereafter, $2,000,000,000, and in effect at any time shall not exceed (B) otherwise, the greater of (i) $150,000,000 and (ii) 1015% of Consolidated Net Tangible AssetsAssets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in clause (iii) or clause (v) of this Section 10.7, Indebtedness of a Subsidiary and guarantees of such Indebtedness by any other Subsidiary shall not be double counted).

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness (other than letters of credit) existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness consisting of actual or contingent reimbursement obligations in respect of letters of credit in an aggregate amount at any time not in excess of $40,000,000; (d) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary, or Indebtedness of the Company Borrower to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Borrower or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are Subsidiary, is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and is not secured by any such Liens do not extend to additional assets of the Company or any Subsidiaryother than Liens permitted under Section 6.02(c), and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (fg) Indebtedness of any Subsidiary as an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness; (h) Indebtedness incurred in connection with any sale and lease-back transactions permitted under Section 6.03; (i) Securitization Transactions to the extent that the aggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $300,000,000; (j) Capital Lease Obligations in an aggregate amount not greater than $100,000,000 resulting from sale and leaseback transactions in respect of the Borrower’s properties; (k) [reserved]; (l) other Priority Indebtedness in an aggregate amount outstanding at any time not greater than $50,000,000; (m) Indebtedness under the Existing Credit Agreement incurred prior to the Effective Date, provided that all Indebtedness under the Existing Credit Agreement shall have been repaid in full as of the Effective Date; (n) Indebtedness consisting of obligations of the Borrower or any Subsidiary as an account party in respect of letters of credit issued to support contingent payment obligations in respect of Taxes required to be paid by any Foreign Subsidiary in an aggregate face amount for all such outstanding letters of credit at any time not greater than $60,000,000; provided that such Taxes are being contested in good faith by appropriate proceedings and the Borrower or such Foreign Subsidiary has set aside on its books adequate reserves in accordance with GAAP in connection therewith; and (o) Indebtedness of any Foreign Subsidiary under any Hedging Agreement incurred after in the date hereof, the net proceeds ordinary course of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the business in an aggregate principal amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall such Hedging Agreements not exceed the greater of (i) than $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets25,000,000.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Existing Credit Agreement up to an aggregate principal amount of US$650,000,000 (and related Guarantees thereof), (iv) the Revolving Credit Agreement up to an aggregate principal amount of US$400,000,000 (and related Guarantees thereof) and (v) the Term Loan DocumentsAgreement up to an aggregate principal amount of US$300,000,000 (and related Guarantees thereof); provided, that such Indebtedness shall not have the benefit of Liens provided by the Borrower or any Subsidiary that does not equally benefit the holders of the Obligations; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) the Senior Notes and the 2012 Senior Notes and in each case related Guarantees of the Borrower and Subsidiary Guarantors (but not of any Subsidiary that is not a Subsidiary Guarantor with respect to all of the Obligations); provided that the Senior Notes and the 2012 Senior Notes shall not have the benefit of any Guarantees, Liens or other credit support that does not equally benefit the holders of the Obligations; (d) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary, or Indebtedness of the Company Borrower to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Borrower or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended to the Company surety, appeal or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness similar bonds to the extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or letters of credit, appeal bonds, surety bonds or performance bonds securing the sumperformance of the Borrower or any Subsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries or otherwise in the ordinary course of business; (i) Indebtedness consisting of (or connected with) industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the aggregate amount, without duplication, of all Securitization Transactions does not at any time exceed US$100,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or US$400,000,000 in respect of other Securitization Transactions; (ik) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing Credit Agreement); and (l) Indebtedness arising under a guarantee or indemnity given by the Borrower or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Borrower or any Subsidiary.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other thanIndebtedness, except: (a) Indebtedness under arising from intercompany loans and advances owing by any Subsidiary to the Loan DocumentsBorrower or any other Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Borrower or a Subsidiary; (b) Indebtedness existing of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the date hereof and set forth on Schedule 6.01acquisition thereof, and extensions, renewals or and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; , provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (bi) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 270 days after such acquisition or the completion of such construction or improvement and does improvement, (ii) at the time of incurrence thereof the aggregate principal amount of Indebtedness then outstanding in reliance on this Section 6.03(b) (other than any Capital Lease Obligations incurred to refinance or replace any lease that was classified as an operating lease in accordance with GAAP at the time such lease was entered into) shall not exceed the cost greater of acquiring$50,000,000 and 1.25% of Consolidated Net Tangible Assets; (c) indemnification, constructing adjustment of purchase price, earnout or improving such fixed similar obligations, in each case, incurred or capital assetsassumed in connection with any acquisition or Disposition otherwise permitted hereunder; (d) to the extent constituting Indebtedness, Indebtedness associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Requirements of Law or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (e) Indebtedness of any Person that becomes a Subsidiary after existing prior to the date hereofacquisition of such Subsidiary by the Borrower or any other Subsidiary; provided that (i) such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are was not created incurred in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (ii) such Indebtedness is not guaranteed or otherwise supported by any other Priority Indebtedness of the Borrower or any Subsidiary (other than the Subsidiary being acquired and any such Liens do not extend to additional assets of the Company its Subsidiaries or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assetsits parent entities being acquired); (f) Indebtedness incurred to finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $25,000,000 at any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiarytime; and (g) other Priority Indebtedness Indebtedness; provided that, immediately after giving effect to the extent incurrence thereof, the sum, sum (without duplication, ) of (i) the aggregate principal amount thereof of all Priority Indebtedness incurred pursuant to this Section 6.03(g) and outstanding at any such time and plus (ii) the aggregate sales price for the assets transferred in principal amount of all sale and lease-back arrangements Priority Indebtedness secured by Liens permitted under Section 6.03 6.02(w) and in effect outstanding at any such time plus (iii) the aggregate amount of all obligations of the Borrower and its Subsidiaries arising under Swap Agreements secured by Liens permitted under Section 6.02(w) and outstanding at such time shall not exceed the greater of (i) $150,000,000 and (ii) 1015% of Consolidated Net Tangible Assets. For purposes of this Section 6.03, any payment by the Borrower or any Subsidiary of any interest on any Indebtedness in kind (by adding the amount of such interest to the principal amount of such Indebtedness) shall be deemed to be an incurrence of Indebtedness.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Existing Credit Agreement up to an aggregate principal amount of US$650,000,000 (and related Guarantees thereof), (iv) the Revolving Credit Agreement up to an aggregate principal amount of US$400,000,000 (and related Guarantees thereof) and (v) the Bridge Loan DocumentsAgreement up to an aggregate principal amount of US$1,900,000,000 (and related Guarantees thereof); provided, that such Indebtedness shall not have the benefit of Liens provided by the Company or any Subsidiary that does not equally benefit the holders of the Obligations; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) the Senior Notes and the 2012 Senior Notes and in each case related Guarantees of the Company and Subsidiary Guarantors (but not of any Subsidiary that is not a Subsidiary Guarantor with respect to all of the Obligations); provided that the Senior Notes and the 2012 Senior Notes shall not have the benefit of any Guarantees, Liens or other credit support that does not equally benefit the holders of the Obligations; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary; andSubsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (gi) Indebtedness consisting of (or connected with) industrial development, pollution control or other Priority Indebtedness revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed US$100,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or US$400,000,000 in respect of other Securitization Transactions; (ik) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing Credit Agreement); and (l) Indebtedness arising under a guarantee or indemnity given by the Company or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or any Subsidiary.

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 105% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement and (ii) the Subsidiary Guarantee Agreement;, (ii) the Subsidiary Guarantee Agreement, (iii) the Term Loan DocumentsAgreement up to an aggregate principal amount of US$3,000,000,000 (and related Guarantees thereof), (iv) the Bridge Loan Agreement (and related Guarantees thereof), (v) any Qualifying Term Loan Facility (and related Guarantees thereof), (vi) the Senior Notes (and related Guarantees thereof) and (vii) extensions, renewals, refinancings or replacements of any Indebtedness described in clauses (i), (iii), (iv) or (v) above that does not increase the principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus fees, costs or expenses owing or paid related to such Indebtedness and costs, fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement) or, if such extensions, renewals, refinancing or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01 (any such Indebtedness incurred pursuant to this clause (a)(vii), “Specified Refinancing Indebtedness”); (b) Indebtedness existing on the date hereof hereofFirst Amendment Signing Date and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereofFirst Amendment Signing Date) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofhereofFirst Amendment Signing Date); (c) [reserved];Indebtedness incurred pursuant to the Vancouver Brewery Sale-Leaseback Transaction; provided that the Attributable Debt of such Vancouver Brewery Sale-Leaseback Transaction does not exceed US$100,000,000; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 180270 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Closing Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that (i) either (x) do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or (y) if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01, (ii) do not add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that that(iii) are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary; andSubsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (gi) Indebtedness consisting of (or connected with) industrial development, pollution control or other Priority Indebtedness revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed (ix) US$100,000,000200,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or (y) US$400,000,000500,000,000 in respect of other Securitization Transactions; (k) other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing 2012 Credit Agreement); and; (l) Indebtedness arising under a guarantee or indemnity given by the Company or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or any Subsidiary; and¶ (m) Indebtedness incurred pursuant to overdraft, daylight exposure or other similar facilities.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under this Agreement and the Loan DocumentsSubsidiary Guarantee Agreement; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) the Senior Notes and related Guarantees of the Company and Subsidiary Guarantors (but not of any Subsidiary that is not a Subsidiary Guarantor with respect to all of the Obligations); provided that the Senior Notes shall not have the benefit of any Guarantees, Liens or other credit support that does not equally benefit the holders of the Obligations; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary; andSubsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (gi) Indebtedness consisting of (or connected with) industrial development, pollution control or other Priority Indebtedness revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $100,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or $400,000,000 in respect of other Securitization Transactions; (ik) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing Credit Agreement); and (l) Indebtedness arising under a guarantee or indemnity given by the Company or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or any Subsidiary.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary, or Indebtedness of the Company Borrower to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Borrower or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are Subsidiary, is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and is not secured by any such Liens do not extend to additional assets of the Company or any Subsidiaryother than Liens permitted under Section 6.02(c), and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds as an account party in respect of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided letters of credit backing obligations of any Subsidiary that such Indebtedness is do not secured by assets of the Company or any Domestic Subsidiary; andconstitute Indebtedness; (g) other Priority Indebtedness incurred in connection with any sale and lease-back transactions permitted under Section 6.03; (h) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $250,000,000; and (i) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) than $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets75,000,000.

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereofhereof prior to the time such Person becomes a Subsidiary (or is so merged or consolidated); provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary (or is so merged or consolidated) and are not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation), and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 250,000,000 and (ii) 10% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateThe Company will not, incurat any time, assume permit any Subsidiary to create, incur or permit suffer to exist any Priority Indebtedness other than: except (ai) Indebtedness under the Loan Documents; Notes and hereunder, (bii) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary owed to the Company or any other another Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (eiii) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist one or more Subsidiaries (other than Target) existing at the time such Person becomes a Subsidiary and are not created Subsidiaries become Subsidiaries in contemplation of an aggregate principal amount for all Indebtedness incurred or in connection with such Person becoming a Subsidiary, and any such Liens do not extend assumed pursuant to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do (iii) not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof exceed $300,000,000 outstanding at any time and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not (iix) increase the aggregate sales price principal amount of such Indebtedness (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith) and (y) does not change the obligors thereunder, (iv) Indebtedness secured by any Lien permitted by Section 10.5 (and any guarantee of such Indebtedness by another Subsidiary) and (v) other Indebtedness in an aggregate amount outstanding at any time, not greater than (A) for the assets transferred in all sale period commencing on the Acquisition Funding Date and lease-back arrangements permitted under Section 6.03 ending on the date that is 60 days thereafter, $2,000,000,000, and in effect at any time shall not exceed (B) otherwise, the greater of (i) $150,000,000 and (ii) 1015% of Consolidated Net Tangible AssetsAssets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in clause (iii) or clause (v) of this Section 10.6, Indebtedness of a Subsidiary and guarantees of such Indebtedness by any other Subsidiary shall not be double counted).” Section 1.7. Section 10 of the Note Purchase Agreement is hereby amended as of the date hereof by adding a new Section 10.7 thereto as follows:

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof Closing Date and set forth on Schedule 6.017.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that provided, that, no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (bSection 7.01(b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofClosing Date); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that provided, that, no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Financing Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that provided, that, such Indebtedness is incurred prior to or within 180 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date; provided that provided, that, such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereofClosing Date, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that provided, that, such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and; (g) other Priority Indebtedness to in the extent form of commercial paper, and extensions, renewals or replacements of any such Indebtedness that do not increase the sumoutstanding principal amount thereof; provided, without duplicationthat, of (i) Indebtedness permitted by this Section 7.01(g) shall not be secured by any Liens on any assets of the aggregate amount thereof outstanding at Company or any time Subsidiary, and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect principal amount of Indebtedness at any time outstanding under this Section 7.01(g) shall not exceed $700,000,000 (or the equivalent thereof at the time of the incurrence of such Indebtedness); (h) obligations arising in connection with Securitization Transactions; provided, that, the aggregate principal amount of all such obligations outstanding at any time shall not exceed $300,000,000; and (i) other Priority Indebtedness; provided, that, the aggregate principal amount of all Priority Indebtedness outstanding at any time, when taken together (and without duplication) with the aggregate principal amount of all obligations outstanding at such time and secured by Liens incurred in reliance on Section 7.02(h), shall not exceed the greater of (i) $150,000,000 250,000,000, and (ii) 10% an amount equal to twelve and one-half percent (12.5%) of Consolidated Net Tangible Assets.

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 175,000,000 and (ii) 107.5% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Existing Credit Agreement up to an aggregate principal amount of US$1,500,000,000 (and related Guarantees thereof), (iv) the Term Loan DocumentsAgreement up to an aggregate principal amount of US$3,000,000,000 (and related Guarantees thereof), (v) any Qualifying Term Loan Facility (and related Guarantees thereof), (vi) the Senior Notes (and related Guarantees thereof) and (vii) extensions, renewals, refinancings or replacements of any Indebtedness described in clauses (i), (iii), (iv) or (v) above that does not increase the principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus fees, costs or expenses owing or paid related to such Indebtedness and costs, fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement) or, if such extensions, renewals, refinancing or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01 (any such Indebtedness incurred pursuant to this clause (a)(vii), “Specified Refinancing Indebtedness”); (b) Indebtedness existing on the date hereof Effective Date and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the Effective Date) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofEffective Date); (c) Indebtedness incurred pursuant to the Vancouver Brewery Sale-Leaseback Transaction; provided, that the Attributable Debt of such Vancouver Brewery Sale-Leaseback Transaction does not exceed US$100,000,000; (d) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary, or Indebtedness of the Company Borrower to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Borrower or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 270 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that (i) either (x) do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or (y) if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01, (ii) do not add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the Effective Date) as obligors or guarantors Guarantors in respect thereof and that (iii) are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company Borrower or any Domestic Subsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries or otherwise in the ordinary course of business; (i) Indebtedness consisting of (or connected with) industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the aggregate amount, without duplication, of all Securitization Transactions does not at any time exceed (x) US$200,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or (y) US$500,000,000 in respect of other Securitization Transactions; (k) other Priority Indebtedness in an aggregate amount outstanding at any time not greater than 15% of Consolidated Net Tangible Assets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing Credit Agreement); (l) Indebtedness arising under a guarantee or indemnity given by the Borrower or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Borrower or any Subsidiary; and (gm) Indebtedness incurred pursuant to overdraft, daylight exposure or other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assetssimilar facilities.

Priority Indebtedness. CreateThe Lessee will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Lessee Credit Agreement Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.018.3B.1, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-after- acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company Lessee or any other Subsidiary, or Indebtedness of the Company Lessee to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Lessee or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company Lessee or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are Subsidiary, is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and is not secured by any such Liens do not extend to additional assets of the Company or any Subsidiaryother than Liens permitted under Section 8.3B.2(c), and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds as an account party in respect of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided letters of credit backing obligations of any Subsidiary that such Indebtedness is do not secured by assets of the Company or any Domestic Subsidiary; andconstitute Indebtedness; (g) other Priority Indebtedness incurred in connection with any sale and lease-back transactions permitted under Section 8.3B.3; (h) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $250,000,000; and (i) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) than $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets75,000,000.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness (other than letters of credit) existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness consisting of actual or contingent reimbursement obligations in respect of letters of credit in an aggregate amount at any time not in excess of $40,000,000; (d) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary, or Indebtedness of the Company Borrower to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company Borrower or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are Subsidiary, is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and is not secured by any such Liens do not extend to additional assets of the Company or any Subsidiaryother than Liens permitted under Section 6.02(c), and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (fg) Indebtedness of any Foreign Subsidiary as an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness; (h) Indebtedness incurred in connection with any sale and lease-back transactions permitted under Section 6.03; (i) Securitization Transactions to the extent that the aggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $200,000,000; (j) Capital Lease Obligations in an aggregate amount not greater than $100,000,000 resulting from sale and leaseback transactions in respect of the Borrower’s properties; (k) Non-Recourse Indebtedness of any Cellular Subsidiary incurred pursuant to or created after the date hereof, the net proceeds any Permitted Cellular Monetization in respect of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Cellular Subsidiary; and (gl) other Priority Indebtedness to the extent the sum, without duplication, of (i) the in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) than $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets50,000,000.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under this Agreement and the Loan DocumentsSubsidiary Guarantee Agreement; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness (other than the Molson FRNs and the Molson Debentures) that do not increase the outstanding principal amount thereof; provided provided, that no additional Subsidiaries (other than Subsidiary Guarantors and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness under the Existing Coors Credit Agreement; (d) Indebtedness created under the Permanent Credit Facility and Guarantees by Subsidiary Guarantors (and, in the case of borrowings by Foreign Subsidiaries, Guarantees by other Subsidiaries) in respect thereof; provided, that at the time the Permanent Credit Facility shall have become effective and all conditions to borrowing thereunder have been satisfied or waived, (i) the commitments of the lenders under the Existing Coors Credit Agreement shall have been terminated, all Indebtedness and other obligations outstanding, accrued or otherwise owing thereunder shall have been paid and all letters of credit issued thereunder shall have been terminated, cash collateralized or backstopped or shall be deemed to be letters of credit issued under the Permanent Credit Facility, and (ii) the Company shall have made the prepayment required under Sections 2.07(c) and 2.09; (e) the Senior Notes and related Guarantees of the Company and Subsidiary Guarantors (but not of any Subsidiary that is not a Subsidiary Guarantor), to the extent the proceeds of such Senior Notes shall have been used to make prepayments to the extent required pursuant to Sections 2.07(e) and 2.09; (f) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (dg) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (eh) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or add additional Subsidiaries (other than Subsidiary Guarantors and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fi) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary; andSubsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (gk) Indebtedness consisting of (or connected with) industrial development, pollution control or other Priority Indebtedness revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (l) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $100,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or $400,000,000 in respect of other Securitization Transactions; and (im) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, as of September 30, 2004 as shown on the pro forma balance sheet referred to in Section 3.04(c)).

Priority Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Priority Indebtedness other thanIndebtedness, except: (ai) Indebtedness incurred under the Loan Documents; (bii) Indebtedness pursuant to (x) Interest Rate Protection Agreements and (y) Other Hedging Agreements entered into in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrower or any of its Subsidiaries’ operations, in either case so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness so long as (x) on the date of the respective incurrence thereof no Specified Default or Event of Default then exists or would result therefrom and (y) the aggregate principal amount of all such outstanding Indebtedness does not exceed the greater of (I) $800,000,000 and (II) 7% of Consolidated Total Assets at any time; (iv) Indebtedness incurred to finance fixed or capital assets or evidenced by Capitalized Lease Obligations described in Section 8.1(vi) and purchase money Indebtedness described in Section 8.1(vii), provided that in no event shall the sum of the aggregate principal amount of all such outstanding Indebtedness permitted by this Section 8.4(iv) (as measured on the date of each incurrence pursuant to this Section 8.4(iv)) exceed the greater of (x) $700,000,000 and (y) 6% of Consolidated Total Assets; (v) Indebtedness incurred under or in connection with any Asset Securitization in an aggregate principal amount not to exceed the greater of (x) $550,000,000 and (y) 5% of Consolidated Total Assets at any time outstanding; (vi) Indebtedness constituting Intercompany Loans; (vii) Indebtedness consisting of guaranties or Contingent Obligations by the Borrower and its Subsidiaries of each other’s Indebtedness and lease and other obligations permitted under this Agreement; (viii) 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, and Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (ix) Indebtedness of the Borrower and its Subsidiaries with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default; (x) Indebtedness of the Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 8.4(vii); (xi) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof and set forth on Schedule 6.01, Effective Date (but excluding the Obligations) and extensions, renewals or renewals, replacements and refinancings of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (bI) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest, premium or add fees, costs and expenses paid or payable in connection with such extension, renewal or replacement) unless otherwise permitted pursuant to another provision of this Section 8.4, (II) have any additional Subsidiaries as obligors or guarantors with respect thereto unless otherwise permitted pursuant to another provision of this Section 8.4 or (III) have any additional Liens to secure such Indebtedness unless otherwise permitted pursuant to Section 8.1; (xii) Indebtedness of the Borrower and its Subsidiaries in respect thereof of letters of credit obtained or deposits made in order to provide security for workers’ compensation claims or pension plans, payment obligations in connection with self-insurance or pursuant to statutory obligations, in each case in the ordinary course of business; and (xiii) Indebtedness incurred or assumed in connection with Acquisitions and that are not secured by any additional assetsother Investments; provided that such Indebtedness is incurred (I) was in existence prior to or within 180 days after such acquisition or the completion date of such construction Acquisition or improvement Investment, as applicable, and does (II) was not exceed the cost of acquiringincurred in connection with, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of of, such Acquisition or in connection with such Person becoming a SubsidiaryInvestment, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assetsapplicable.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Existing Credit Agreement up to an aggregate principal amount of US$650,000,000 (and related Guarantees thereof), (iv) the Bridge Loan DocumentsAgreement up to an aggregate principal amount of US$1,900,000,000 (and related Guarantees thereof) and (v) the Term Loan Agreement up to an aggregate principal amount of US$300,000,000 (and related Guarantees thereof); provided, that such Indebtedness shall not have the benefit of Liens provided by the Borrowers or any Subsidiary that does not equally benefit the holders of the Obligations; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) the Senior Notes and the 2012 Senior Notes and in each case related Guarantees of the Company and Subsidiary Guarantors (but not of any Subsidiary that is not a Subsidiary Guarantor with respect to all of the Obligations); provided that the Senior Notes and the 2012 Senior Notes shall not have the benefit of any Guarantees, Liens or other credit support that does not equally benefit the holders of the Obligations; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreementsAttributable Debt in respect of Sale-Leaseback Transactions) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary(including real property), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimprovement; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; Effective Date, provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are is not created in contemplation of or in connection with such Person becoming a Subsidiary, and indebtedness which may be incurred to provide for the near-term working capital needs of any such Liens do Person under any revolving credit or similar facility that exists at the time such Person becomes a Subsidiary and is not extend to additional assets created in contemplation of the Company or any in connection with such Person becoming a Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof (or in the case of revolving credit facilities, the outstanding total commitment thereof) or add additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the date hereof) as obligors or guarantors Guarantors in respect thereof and that are not secured by any additional assetsassets (other than as a result of any Lien covering after-acquired property that shall be in effect at the time such Person becomes a Subsidiary); (fg) Indebtedness of any Foreign Subsidiary incurred after the date hereofas an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness (other than performance, the net proceeds of which are promptly dividended surety, appeal or similar bonds to the Company extent constituting Indebtedness); (h) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or one similar obligations, or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets letters of credit, appeal bonds, surety bonds or performance bonds securing the performance of the Company or any Domestic Subsidiary; andSubsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of the Company or any of its Subsidiaries or otherwise in the ordinary course of business; (gi) Indebtedness consisting of (or connected with) industrial development, pollution control or other Priority Indebtedness revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (j) Securitization Transactions to the extent that the sumaggregate amount, without duplication, of all Securitization Transactions does not at any time exceed US$100,000,000 in respect of Securitization Transactions relating to loans made to bars, pubs and other similar establishments in the United Kingdom or US$400,000,000 in respect of other Securitization Transactions; (ik) the other Priority Indebtedness in an aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10than 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, pursuant to Section 5.01(a) or (b) of the Existing Credit Agreement); and (l) Indebtedness arising under a guarantee or indemnity given by the Company or any Subsidiary in favor of a bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or any Subsidiary.

Priority Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Existing Credit Agreement up to an aggregate principal amount of US$1,500,000,000 (and related Guarantees thereof), (iv) the Bridge Loan DocumentsAgreement (and related Guarantees thereof), (v) any Qualifying Term Loan Facility (and related Guarantees thereof), (vi) the Senior Notes (and related Guarantees thereof) and (vii) extensions, renewals, refinancings or replacements of any Indebtedness described in clauses (i), (iii), (iv) or (v) above that does not increase the principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus fees, costs or expenses owing or paid related to such Indebtedness and costs, fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement) or, if such extensions, renewals, refinancing or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01 (any such Indebtedness incurred pursuant to this clause (a)(vii), “Specified Refinancing Indebtedness”); (b) Indebtedness existing on the date hereof Effective Date and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or, if such extensions, renewals or replacements increase the outstanding principal amount thereof, such increase is otherwise permitted under this Section 6.01; provided provided, that no additional Subsidiaries (other than any Subsidiary that shall be a Subsidiary Guarantor with respect to all of the Obligations and, in the case of Indebtedness of any Foreign Subsidiary, subsidiaries of such Foreign Subsidiary that are required to become Guarantors under the terms of such Indebtedness as in effect on the Effective Date) will be added as obligors or guarantors Guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereofEffective Date); (c) Indebtedness of any Subsidiary incurred pursuant to the Company or any other SubsidiaryVancouver Brewery Sale-Leaseback Transaction; provided, or Indebtedness of that the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion Attributable Debt of such construction or improvement and Vancouver Brewery Sale-Leaseback Transaction does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsUS$100,000,000; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assets.

Priority Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness (other than letters of credit) existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness consisting of actual or contingent reimbursement obligations in respect of letters of credit in an aggregate amount at any time not in excess of $40,000,000; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (de) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets; (ef) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist exists at the time such Person becomes a Subsidiary and are Subsidiary, is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and is not secured by any such Liens do not extend to additional assets of the Company or any Subsidiaryother than Liens permitted under Section 6.02(c), and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (fg) Indebtedness of any Foreign Subsidiary as an account party in respect of letters of credit backing obligations of any Subsidiary that do not constitute Indebtedness; (h) Indebtedness incurred after the date hereof, the net proceeds of which are promptly dividended in connection with any sale and lease-back transactions permitted under Section 6.03; (i) Securitization Transactions to the Company or one or more Domestic Subsidiaries; extent that the aggregate amount, without duplication, of all Securitization Transactions does not at any time exceed $300,000,000; (j) Capital Lease Obligations in an aggregate amount not greater than $125,000,000 resulting from sale and leaseback transactions in respect of the Company’s properties; (k) [reserved]; (l) other Priority Indebtedness in an aggregate amount outstanding at any time not greater than $100,000,000; (m) Indebtedness under the Existing Credit Agreement incurred prior to the Effective Date, provided that such all Indebtedness is not secured by assets under the Existing Credit Agreement shall have been repaid in full as of the Effective Date; (n) Indebtedness consisting of obligations of the Company or any Domestic SubsidiarySubsidiary as an account party in respect of letters of credit issued to support contingent payment obligations in respect of Taxes required to be paid by any Foreign Subsidiary in an aggregate face amount for all such outstanding letters of credit at any time not greater than $60,000,000; provided that such Taxes are being contested in good faith by appropriate proceedings and the Company or such Foreign Subsidiary has set aside on its books adequate reserves in accordance with GAAP in connection therewith; and (go) other Priority Indebtedness to under any Hedging Agreement incurred in the extent the sum, without duplication, ordinary course of (i) the aggregate amount thereof outstanding at any time business and (ii) the aggregate sales price not for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 and (ii) 10% of Consolidated Net Tangible Assetsspeculative purposes.

Priority Indebtedness. Create, incur, assume or permit to exist any Priority Indebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that no additional Subsidiaries will be added as obligors or guarantors in respect of any Indebtedness referred to in this clause (b) and no such Indebtedness shall be secured by any additional assets (other than as a result of any Lien covering after-acquired property in effect on the date hereof); (c) Indebtedness of any Subsidiary to the Company or any other Subsidiary, or Indebtedness of the Company to any Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (d) Indebtedness (including Capital Lease Obligations and obligations under conditional sale or other title retention agreements) incurred to finance the acquisition, construction or improvement of, and secured only by, any fixed or capital 74 assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness and any Liens securing the same exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary, and any such Liens do not extend to additional assets of the Company or any Subsidiary, and extensions, renewals or replacements of any of the Indebtedness referred to above in this clause that do not increase the outstanding principal amount thereof or add additional Subsidiaries as obligors or guarantors in respect thereof and that are not secured by any additional assets; (f) Indebtedness of any Foreign Subsidiary incurred after the date hereof, the net proceeds of which are promptly dividended to the Company or one or more Domestic Subsidiaries; provided that such Indebtedness is not secured by assets of the Company or any Domestic Subsidiary; and (g) other Priority Indebtedness to the extent the sum, without duplication, of (i) the aggregate amount thereof outstanding at any time and (ii) the aggregate sales price for the assets transferred in all sale and lease-back arrangements permitted under Section 6.03 and in effect at any time shall not exceed the greater of (i) $150,000,000 175,000,000 and (ii) 107.5% of Consolidated Net Tangible Assets; and (h) Indebtedness in the form of commercial paper, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) Indebtedness permitted by this clause (h) shall not be secured by any Liens on any assets of the Company or any Subsidiary and (ii) the aggregate principal amount of Indebtedness at any time outstanding under this clause (h) shall not exceed $500,000,000 (or the equivalent thereof at the time of the incurrence of such Indebtedness).