Common use of Subsidiary Debt Clause in Contracts

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Groupany other Subsidiary; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Capital Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; and (x) other Debt aggregating for all of the contrary set forth above, if Borrower’s Subsidiaries together with Debt secured by Liens permitted under Section 5.02(a)(vii) in an amount not to exceed at any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach one time outstanding 10% of this Section 5.02(e)Consolidated Net Tangible Assets.

Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries (other than any that is not a Loan Party) Party to create create, incur, assume or suffer to existexist or otherwise become or be liable in respect of any Indebtedness, any Debt other thanexcept: (ia) Debt existing Indebtedness outstanding on the Execution Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), set forth on Schedule 7.2 and any Debt extending the maturity ofrenewals, extensions, replacements or refunding, renewing or refinancing, in whole or in part, the Existing Debtrefinancings thereof; provided, provided that Indebtedness of any Loan Party shall not be refinanced with Indebtedness of a Subsidiary that is not a Loan Party and that the aggregate principal amount of such Existing Debt shall Indebtedness is not be increased above except by the principal amount thereof outstanding immediately prior to such extension, refunding, renewal of any capitalized interest under any facility or refinancing (other than instrument that provided for capitalization of interest on those terms as at the Restatement Date or by an amount equal to the a reasonable premium thereon, plus or other reasonable amounts amount paid, and fees and expenses incurred reasonably incurred, in connection with such extensionany renewal, refunding, renewal extension or refinancing), refinancing thereof and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to any existing commitments unutilized thereunder; (b) Indebtedness owed by any Subsidiary to the premium thereonBorrower or to any other Subsidiary (which shall include, plus other reasonable amounts paidwithout limitation, fees liabilities arising from cash management obligations, tax and expenses incurred in connection with such extension, refunding, renewal or refinancingaccounting operations); provided, provided that such Debt exists Indebtedness shall not have been transferred or assigned to any Person other than the Borrower or any Subsidiary; (c) Indebtedness constituting a Securitization; (d) Indebtedness arising under factoring arrangements, Inventory Financing arrangements or export credit facilities or any similar arrangements (including Leases) for the purchase of equipment (provided that any Lien granted in relation to any such facility relates solely to equipment, the purchase of which was financed under such facility) or pursuant to sale and lease-back transactions provided that the maximum aggregate Indebtedness of members of the Borrower and its Subsidiaries, which are not Loan Parties under such transactions does not exceed U.S.$500.0 million at any time (disregarding, for the purpose of such limit, any amount of Indebtedness of the Borrower and its Subsidiaries arising under such arrangements permitted under this paragraph (d) and in place as at the time Restatement Date including any amounts under such Person becomes a Subsidiary Indebtedness which has been repaid and reborrowed whether pursuant to the terms of the arrangement constituting such Loan Party Indebtedness when originally advanced or otherwise); (e) Indebtedness of the Borrower and is its Subsidiaries pursuant to any acquisition provided that: (i) such Indebtedness existed prior to the date of the acquisition and was not created incurred, increased or extended in contemplation of, or since, the acquisition; and (ii) the aggregate amount of any such Indebtedness of the Borrower and its Subsidiaries which are not Loan Parties does not exceed U.S.$200.0 million at any time; (f) Indebtedness incurred pursuant to or in connection with any cash pooling or other cash management agreements with a bank or financial institution, but only to the extent of offsetting credit balances of the Borrower and its Subsidiaries which are not Loan Parties pursuant to such Person becoming a Subsidiary of such Loan Partycash pooling or other cash management arrangement; (iiig) Debt secured by Liens Indebtedness for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the type described in and ordinary course of trading; and (h) additional Indebtedness, if, after giving effect to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an incurrence of any such Indebtedness, the aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does Indebtedness of all non-guarantor Subsidiaries would not exceed an amount equal to the greater of (x) $750.0 million 15% of consolidated tangible assets of the Borrower and its Subsidiaries based on the last balance sheet delivered pursuant to Section 6.1, and (y) 10U.S.$2.0 billion; provided that the percentage set forth in clause (x) shall automatically increase to 25% during any Covenant Modification Period. No Default or Event of Consolidated Tangible Assets Default will be deemed to have occurred as a result of a failure to comply with the 15% threshold during the Covenant Modification Period (or upon termination of the Reporting Group; (vi) Debt Covenant Modification Period or after that time based solely on events that occurred during the Covenant Modification Period and did not constitute a Default or Event of Default during such period). For the avoidance of doubt, the aggregate amount of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments Indebtedness will be calculated for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach purposes of this Section 5.02(e)7.2 solely by reference to such Indebtedness of each of the Borrower’s Subsidiaries that is not a Loan Party.

Subsidiary Debt. Permit The Borrower will not permit any of its Restricted Subsidiaries (other than any Loan Party) to create incur or suffer to exist, otherwise be liable in respect of any Debt other than: (ia) Debt of such Restricted Subsidiary existing on the Execution Date date of this Agreement and disclosed to the Lenders prior to the date hereof (the “Existing Debt”)identified on Schedule 6.06, and any Debt extending the maturity ofrefinancings, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings or refundings of any such Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (b) Debt of such Restricted Subsidiary owing to the Borrower; (c) Debt of such Restricted Subsidiary owing to a Domestic Subsidiary that is a Restricted Subsidiary; provided that the aggregate amount for all Subsidiaries of all Debt permitted by this clause (c) shall not exceed $50,000,000 at any time outstanding and provided further that the aggregate amount for all Foreign Subsidiaries of all Debt permitted by this clause (c) shall not exceed $25,000,000 at any time outstanding; (d) Debt of such Restricted Subsidiary in respect of capital leases; provided that the aggregate amount for all Restricted Subsidiaries of all such Debt permitted by this clause (d) shall not exceed $20,000,000; (e) Debt of such Restricted Subsidiary owing to a Foreign Subsidiary that is a Restricted Subsidiary; provided that the aggregate amount for all Restricted Subsidiaries (other than by an amount equal to Foreign Subsidiaries) of all such Debt shall not exceed $5,000,000; (f) Debt of any Person that first becomes a Restricted Subsidiary after the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing)date of this Agreement; provided, provided that (i) such Debt exists at the time such Person first becomes a Restricted Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of such Loan Party; and (iiiii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured permitted by Liens permitted under Section 5.02(a)(iiithis clause (f) does shall not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group50,000,000 at any time outstanding; (vig) Debt arising from Receivables Financings; provided that the aggregate amount for all Restricted Subsidiaries of such Debt shall not exceed $600,000,000 (it being understood that for purposes of determining the amount of Debt arising in connection with a Receivables Financing, Debt arising from transactions among the Borrower and its Subsidiaries in connection therewith shall be disregarded); (h) Debt of any Restricted Subsidiary incurred to finance the Borrower acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets before the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (A) such Debt is incurred before or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Debt permitted by this clause (h) shall not exceed $25,000,000 at any time outstanding; (i) Debt of such Subsidiary thereofowing to another Subsidiary in respect of ordinary cash management activities; and (viij) endorsements Debt of negotiable instruments for deposit USSK incurred pursuant to one or collection or similar transactions more working capital facilities in the ordinary course of business. Notwithstanding anything an aggregate amount not to the contrary set forth above, if exceed $50,000,000 at any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e)time outstanding.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal refunding or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and any capitalized fees and expenses incurred in connection with such extension, refunding, renewal or refinancing)therewith, and the direct and contingent obligors therefor shall not be increasedchanged (other than to release any contingent obligor), as a result of or in connection with such extension, refunding, renewal refunding or refinancing;, (ii) Debt accrued expenses and trade payables incurred in the ordinary course of any Person that becomes a Subsidiary business, and obligations under trade letters of credit incurred in the ordinary course of business, which are to be repaid in full not more than one year after the date hereof, and extensions, refundings, renewals and refinancings of any on which such Debt that do not increase is originally incurred to finance the outstanding principal amount thereof purchase of goods by such Subsidiary, (other than by an amount equal to iii) obligations under letters of credit or surety bonds incurred in the premium thereon, plus other reasonable amounts paid, fees and expenses ordinary course of business in support of obligations incurred in connection with such extensionleases, refundingworker’s compensation, renewal unemployment insurance and other social security legislation, (iv) Debt owed to the Guarantor or refinancing); providedto a wholly owned Subsidiary of the Guarantor, (v) Debt of the Borrowers under this Agreement and other Debt of the Initial Borrowers, (vi) other Debt of Subsidiaries of the Guarantor which are not organized under the laws of the United States of America, that such a State of the United States of America or the District of Columbia and substantially all of whose assets and business are located or conducted outside the United States of America, (vii) Debt exists of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Loan Party and is Debt was not created in contemplation of such merger, consolidation or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent acquisition, provided further that the aggregate principal amount of such the Debt together with Debt secured by Liens permitted under Section 5.02(a)(iiireferred to in this clause (vii) does shall not exceed an amount equal to the greater of $50,000,000 at any time outstanding, (viii) (x) $750.0 million Debt consisting of any guaranty made by any Subsidiary of the Guarantor in respect of Debt of any Loan Party, provided that such Subsidiary shall have entered into a guaranty of the Debt of the Guarantor under this Agreement in form and substance reasonably satisfactory to the Required Lenders and (y) 10% of Consolidated Tangible Assets Debt constituting guaranties of the Reporting Group;Debt of the Guarantor under this Agreement, (viix) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to ; and (x) other Debt (whether secured or unsecured) in aggregate principal amount at any time outstanding that does not exceed (A) 15% of Consolidated net worth of the contrary Guarantor and its Subsidiaries as set forth above, if in the Guarantor’s most recent financial statements delivered pursuant to Section 5.01(h)(i) minus (B) without duplication of any Debt is denominated incurred in a foreign currencyaccordance with this clause (x), no fluctuation in currency values shall result in a breach of this Debt secured by Liens permitted by Section 5.02(e5.02(a)(viii).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, exist any Debt other than: (i) Debt created hereunder and under the other Loan Documents; (ii) intercompany Debt of Rayonier or any of its Subsidiaries to Rayonier or any of its Subsidiaries; (iii) Debt existing on the Execution Restatement Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.03(g) (the “Existing Subsidiary Debt”), ) and any Debt of an obligor of such Existing Subsidiary Debt extending the maturity of, refinancing, or refunding, renewing or refinancingreplacing, in whole or in part, the Existing Subsidiary Debt (“Refinanced Debt”); provided, provided that (x) the principal amount of such Existing Refinanced Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refundingrefinancing or replacement, renewal (y) the Refinanced Debt is an obligation of only some or refinancing (other than by an amount equal to all of the premium thereon, plus other reasonable amounts paidPerson(s) who were obligors on the Refinanced Debt, and fees and expenses incurred in connection with (z) no such extension, refunding, renewal refinancing or refinancing), and the direct and contingent obligors therefor replacement shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of consummated if any Person that becomes a Subsidiary Default would exist after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix)giving effect thereto; (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 millionsecured by Liens permitted by Section 5.03(b)(ii) through (v) and (vi), as clause (vi) relates to clauses (ii) through (v) of Section 5.03(b); (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if ; (vi) Debt of TRS and of ROC; (vii) obligations under any Interest Rate Agreement or any other swap agreement not entered into for speculative purposes; and (viii) Debt is denominated other than Debt described in a foreign currency, no fluctuation in currency values shall result in a breach clauses (i) through (vii) of this Section 5.02(e5.03(g); provided that the aggregate principal amount of Debt permitted pursuant to this clause (viii) shall not in the aggregate at any time outstanding exceed 15% of the Consolidated Net Tangible Assets of Rayonier and its Subsidiaries determined as of the most recently ended Fiscal Quarter for which financial statements have been or are required to have been delivered pursuant to Section 5.01(k).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Partythe Borrower) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, thereon plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, thereon plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, provided that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 millionUS$2,000,000,000 (or, if the Existing Credit Agreement remains in effect on the Closing Date, (x) if the corresponding amount in the Existing Credit Agreement has not been amended on or prior to the Closing Date, US$1,250,000,000 and (y) if the corresponding amount in the Existing Credit Agreement has been increased on or prior to the Closing Date, such increased amount, but not to exceed US$2,000,000,000); (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million US$1,250,000,000 (or, if the Existing Credit Agreement remains in effect on the Closing Date, (x) if the corresponding amount in the Existing Credit Agreement has not been amended on or prior to the Closing Date, US$1,000,000,000 and (y) if the corresponding amount in the Existing Credit Agreement has been increased on or prior to the Closing Date, such increased amount, but not to exceed 1,250,000,000) and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Parent Guarantor, the Borrower or any Subsidiary thereofother Subsidiary; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt Indebtedness is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, exist any Debt other than: (i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, (ii) Debt existing or available for draw on the Execution Effective Date and disclosed described on Schedule 5.02(e) to the Lenders prior to the date hereof Disclosure Letter (the “"Existing Debt”"), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding and/or the amount available for draw immediately prior to such extension, refunding, renewal refunding or refinancing (other than except by an amount equal to the a reasonable premium thereon, plus or other reasonable amounts amount paid, and fees and expenses incurred reasonably incurred, in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increasedchanged, as a result of or in connection with such extension, refunding, renewal refunding or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(ii) or Section 5.02(a)(iv) through (ix);, (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to aggregating for all of the extent the aggregate principal amount of such Debt Borrower’s Subsidiaries, together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed 5.02(a)(v), an amount equal not to exceed at any one time outstanding at any time outstanding the greater of (x) $750.0 million 750,000,000 and (y) 107.5% of Consolidated Tangible Assets of the Reporting Group;total assets, (viv) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if , (vi) guaranties of any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of the Borrower or Debt otherwise permitted under this Section 5.02(e), (vii) Debt of a Person that becomes a Subsidiary after the date of this Agreement (“Acquired Debt”); provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; and provided, further, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Acquired Debt, provided that the principal amount of such Acquired Debt shall not be increased above the principal amount thereof outstanding and/or the amount available for draw immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (viii) Debt arising under Hedge Agreements entered into in the normal course of business and not for speculative purposes, and (ix) Debt as an account party in respect of trade or standby letters of credit, bank guarantees or bankers’ acceptances in an aggregate amount not to exceed $30,000,000 at any time outstanding.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Groupany other Subsidiary; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Finance Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; and (x) other Debt aggregating for all of the contrary set forth above, if Borrower’s Subsidiaries together with Debt secured by Liens permitted under Section 5.02(a)(vii) in an amount not to exceed at any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach one time outstanding 10% of this Section 5.02(e)Consolidated Net Tangible Assets.

Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (ia) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower; (b) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule 6.04 hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, that that, the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing), and the direct and contingent obligors therefor shall not be increasedchanged, as a result of or in connection with such extension, refunding, renewal refunding or refinancing; (iic) Debt of a Person existing at the time such Person is merged into or consolidated with any Person that Subsidiary of the Borrower or becomes a Subsidiary after of the date hereofBorrower (the “Assumed Debt”) and any Debt extending the maturity of, and extensionsor refunding or refinancing, refundingsin whole or in part, renewals and refinancings of any the Assumed Debt; provided, that, (i) such Debt was not created in contemplation of such merger, consolidation or acquisition and (ii) that do the principal amount of such Assumed Debt shall not increase be increased above the outstanding principal amount thereof (other than by an amount equal outstanding immediately prior to such extension, refunding or refinancing, and the premium thereondirect and contingent obligors therefor shall not be changed, plus other reasonable amounts paid, fees and expenses incurred as a result of or in connection with such extension, refunding, renewal refunding or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iiid) Debt of the type permitted to be secured by Liens of the type described in and pursuant to the extent permitted by Section 5.02(a)(iv) through (ix6.01(b); (ive) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; and CHAR1\1449231v6 (f) other Debt aggregating for all of the Subsidiaries of the Borrower, together with Debt secured by Liens permitted under Section 6.01(g), an amount not to exceed ten percent (10%) of Consolidated total assets at any time outstanding (determined as of the contrary set forth above, if any date such Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(eor Lien was incurred).

Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries (other than any Loan Party) Subsidiaries, to create create, incur, assume or suffer to existexist any Indebtedness, any Debt other thanexcept: (a) Attributable Indebtedness in respect of any sale and leaseback transactions to the extent that the aggregate outstanding principal amount of such Attributable Indebtedness does not exceed $100,000,000; (b) Indebtedness of (i) Debt Questar Pipeline existing on September 30, 2016 and remaining outstanding on the Execution Closing Date after consummation of the Contribution and disclosed to the Lenders (ii) Cove Point incurred prior to completion of the date hereof (the “Existing Debt”), Liquefaction Project in an aggregate principal amount not to exceed $100,000,000 at any time outstanding and any Debt extending the maturity ofIndebtedness that extends, renews or refunding, renewing or refinancing, in whole or in part, the Existing Debt; refinances such Indebtedness provided, that the principal amount of such Existing Debt shall Indebtedness is not be increased above (other than by amounts incurred to pay the principal amount thereof outstanding immediately prior to costs of such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred any premiums paid in connection with such extension, refunding, renewal or refinancingtherewith), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (iic) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal intercompany Indebtedness owed to the premium thereon, plus Borrower or any other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing)Subsidiary; provided, that such Debt exists at Indebtedness shall not have been transferred or pledged to any other Person (other than the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of Borrower or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ixany Subsidiary); (ivd) Debt Indebtedness incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including capital lease obligations, Synthetic Lease Obligations and any Indebtedness assumed in an aggregate outstanding principal amount at connection with the acquisition of any time not exceeding $500.0 millionsuch assets, and any Indebtedness that extends, renews or refinances such Indebtedness; provided, that such Indebtedness is incurred concurrently with or within 90 days after such acquisition or the completion of such construction, repair or improvement; (ve) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million performance bonds, bid bonds, surety bonds, appeal bonds, completion guarantees and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions obligations, in each case, provided in the ordinary course of business. Notwithstanding anything ; (f) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case, incurred in the contrary set forth aboveordinary course of business; (g) Indebtedness owed in respect of overdrafts and related liabilities arising from treasury, if depository and cash management services or in connection with any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach automated clearinghouse transfers of funds; (h) Indebtedness not otherwise permitted by the foregoing clauses of this Section 5.02(e8.5; provided, that the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h), together with the aggregate principal (or notional) amount of Indebtedness and Hedging Obligations secured by Liens pursuant to Section 8.4(r), shall not exceed 15.0% of Consolidated Net Tangible Assets at any time; and (i) Any Indebtedness that extends, renews or refinances any of the Indebtedness described in clauses (a) through (h) above, provided, that the principal amount of such Indebtedness is not increased (other than by amounts incurred to pay the costs of such extension, renewal or refinancing and any premiums paid in connection therewith).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower, (ii) Debt existing on the Execution Effective Date and disclosed described on Schedule 5.02(c) hereto, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt is not created in contemplation of such merger, consolidation or acquisition, (v) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vii) above, does not exceed an aggregate principal amount of $100,000,000 at any time outstanding, (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vii) (A) Debt of the Borrower and its Subsidiaries owing to the Lenders prior seller in any purchase or acquisition otherwise permitted under this Agreement and (B) any Guaranteed Debt in respect thereof so long as such Debt does not, when taken together with all other Debt incurred pursuant to clause (A), exceed more than $100,000,000 in aggregate principal amount outstanding at any time; provided, however, that any Subsidiary may incur Debt pursuant to this clause (vii) in excess of $100,000,000 for a period of time not to exceed 30 consecutive days if such Debt is created or assigned in anticipation of a sale or any other disposition of a Subsidiary or in anticipation of the dividend or distribution or other spin-off transaction of the Capital Stock of such Subsidiary to the date hereof Borrower's shareholders permitted pursuant to Section 5.02(b)(v), (viii) to the “Existing extent the same constitutes Debt”), and obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under this Agreement, (ix) any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, any Debt permitted by clause (c)(ii), (iii), (iv), (vii) or (viii) above (or this clause (ix)); provided that the Existing terms of any such extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this Agreement; provided, further, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and the direct and contingent obligors therefor shall not be increasedother material terms, taken as a result of or in connection with such extensionwhole, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable (other than by an amount equal and no more onerous) in any material respect to the premium thereon, plus other reasonable amounts paid, fees Borrower and expenses incurred in connection with such extension, refunding, renewal its Subsidiaries taken as a whole than the terms of any agreement or refinancing); provided, that instrument governing such Debt exists at being extended, refunded or refinanced and the time interest rate applicable to any such Person becomes a Subsidiary of such Loan Party and is extending, refunding or refinancing Debt does not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;exceed the then applicable market interest rate, (iiix) Debt secured by Liens in respect of the type described in and Hedge Agreements to the extent such Hedge Agreements are permitted by under Section 5.02(a)(iv5.02(f) through (ix); (iv) Debt that does not exceed $25,000,000 in an aggregate outstanding principal amount outstanding at any time not exceeding $500.0 million;time, (v) other Debt (whether secured or unsecuredxi) to the extent the aggregate principal amount same constitutes Debt, obligations under performance bonds, surety bonds and letter of such credit obligations to provide security for worker's compensation claims and Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does in respect of bank overdrafts not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions more than two days overdue, in each case, incurred in the ordinary course of business. Notwithstanding anything , (xii) to the contrary set forth aboveextent constituting Guaranteed Debt, if indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business, (xiii) Guaranteed Debt is denominated with respect to payment obligations of any wholly-owned Subsidiary in a foreign currency, no fluctuation in currency values shall result in a breach respect of Debt permitted under this Section 5.02(e)5.02, and (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business.

Subsidiary Debt. Permit The Borrower shall not permit any of its Material Subsidiaries (other than any Loan Party) to create incur or suffer to exist, otherwise be liable in respect of any Debt other than: (ia) Debt of such Material Subsidiary existing on the Execution Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”)of this Agreement, and any Debt extending the maturity ofrefinancings, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings or refundings of any such Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (other than by an amount equal b) Debt of such Material Subsidiary owing to the premium thereonBorrower; (c) Debt of such Material Subsidiary owing to (i) a Domestic Subsidiary that is a Material Subsidiary and (ii) any other Domestic Subsidiary in the aggregate amount, plus for all Subsidiaries of all Debt permitted by this clause (ii) not to exceed $10,000,000 in the aggregate at any time outstanding; (d) Capital Lease Obligations so long as the aggregate amount for all Material Subsidiaries of all such Debt permitted by this clause (d) shall not exceed $20,000,000; (e) Debt of such Material Subsidiary owing to (i) a Foreign Subsidiary that is a Material Subsidiary in the aggregate amount, for all Subsidiaries of all Debt permitted by this clause (i) not to exceed $10,000,000 in the aggregate at any time outstanding and (ii) any other reasonable amounts paidForeign Subsidiary in the aggregate amount, fees and expenses incurred for all Subsidiaries of all Debt permitted by this clause (ii) not to exceed $10,000,000 in connection with such extension, refunding, renewal or refinancing)the aggregate at any time outstanding; (f) Debt of any Person that becomes a Material Subsidiary after the date of this Agreement; provided, provided that (i) such Debt exists at the time such Person becomes a Material Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Material Subsidiary of such Loan Party; and (iiiii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of Debt permitted by this clause (f) shall not exceed $10,000,000 at any time outstanding; (g) Debt of such Debt together with Subsidiary owing to another Subsidiary in respect of ordinary cash management activities; (h) Debt secured by Liens permitted under Section 5.02(a)(iii) 6.02(iv), so long as the aggregate unpaid principal balance thereof does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group20,000,000 at any time; (vii) Debt of any Subsidiary to the Borrower or any Subsidiary thereofOrdinary Course Debt; and (viij) endorsements of negotiable instruments for deposit or collection or similar transactions other Debt in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if an aggregate principal amount not exceeding $50,000,000 at any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).time outstanding;

Subsidiary Debt. Permit No Borrower (other than the Company) will, and no Borrower will permit any of its Subsidiaries (other than any Loan Party) to create to, incur or suffer to exist, otherwise be liable in respect of any Debt other than: (ia) Debt of any Subsidiary of the Company existing on the Execution Date date of this Agreement and disclosed to the Lenders prior to the date hereof (the “Existing Debt”identified on Schedule 5.13(a), and but not any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing refunding of such Debt; (other than by an b) Debt of any Subsidiary of the Company in respect of letters of credit issued and outstanding on the date of this Agreement and identified on Schedule 5.13(b), including any refinancing, extension, renewal or refunding of such Debt; provided that the aggregate principal amount equal to for all Subsidiaries of the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred Company of such Debt (including in connection with such any refinancing, extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor refunding of such Debt) shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancingexceed $10,000,000 at any time outstanding; (iic) in addition to Debt permitted pursuant to clause (b) of this Section, reimbursement obligations of any Subsidiary of the Company in an aggregate amount that, when combined with the amount of Debt permitted pursuant to Section 5.05(k), does not exceed $50,000,000 in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by a Credit Party; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (d) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party the Company or is merged or consolidated with or into a Subsidiary of the Company (and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iiievent) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) that does not exceed an amount equal to the greater of (x) $750.0 million and limit set forth in clause (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).Section

Subsidiary Debt. Permit No Borrower (other than the Company) will, and no Borrower will permit any of its Subsidiaries (other than any Loan Party) to create to, incur or suffer to exist, otherwise be liable in respect of any Debt other than: (ia) Debt of any Subsidiary of the Company existing on the Execution Date date of this Agreement and disclosed to the Lenders prior to the date hereof (the “Existing Debt”identified on Schedule 5.13(a), and but not any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing refunding of such Debt; (other than by an b) Debt of any Subsidiary of the Company in respect of letters of credit issued and outstanding on the date of this Agreement and identified on Schedule 5.13(b), including any refinancing, extension, renewal or refunding of such Debt; provided that the aggregate principal amount equal to for all Subsidiaries of the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred Company of such Debt (including in connection with such any refinancing, extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor refunding of such Debt) shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancingexceed $10,000,000 at any time outstanding; (iic) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party the Company or is merged or consolidated with or into a Subsidiary of the Company (and is not created in contemplation of such event) in an aggregate principal amount that does not exceed the limit set forth in clause (y) of Section 5.14, including any refinancing, extension, renewal or in connection with such Person becoming a Subsidiary refunding of such Loan PartyDebt so long as the rate of interest paid by such Subsidiary in respect of such refinancing, extension, renewal or refunding would not at any time exceed the rate of interest which would have been paid had the terms of the original Debt been extended without modification; (iiid) Debt secured by Liens incurred within 180 days of the type described in and to the extent permitted by Section 5.02(a)(iv) through acquisition of any asset (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecuredthan a current asset) to finance all or any part of the extent cost of acquiring such asset; provided that the aggregate principal amount for all Subsidiaries of the Company of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does shall not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group30,000,000 at any time outstanding; (vie) Debt of any Subsidiary of the Company owing to any Credit Party; (f) Debt created under the Borrower or Financing Documents; (g) Debt of any Subsidiary thereofof the Company in respect of capital leases; provided that the aggregate principal amount for all Subsidiaries of the Company of all Debt described in this clause (g) shall not exceed $30,000,000 at any time outstanding; (h) Debt of any Credit Party owing to any Subsidiary of the Company that is not a Credit Party; provided that the aggregate principal amount for all Credit Parties of all Debt described in this clause (h) shall not exceed $1,000,000 at any time outstanding; (i) Debt of any Subsidiary of the Company owing to Immaterial Subsidiaries; provided that the aggregate principal amount for all Credit Parties of all Debt described in this clause (i) shall not exceed $500,000 at any time outstanding; and (viij) endorsements Debt of negotiable instruments for deposit or collection or similar transactions Ryerson Xxxx Procurement Corporation, a U.S. Subsidiary of the Company, in respect of its unsecured Guarantee of the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e)Permitted Bonds.

Subsidiary Debt. Permit any of its Subsidiaries (Subsidiaries, other than (1) the Borrower and (2) any Loan Party) Finance Subsidiary (subject to the last sentence of this subsection (g)), collectively to create or suffer incur Adjusted Debt attributable to existsuch Subsidiaries if immediately after giving effect to such creation or incurrence, the aggregate principal amount of Adjusted Debt attributable to such Subsidiaries, when combined with the aggregate principal amount of Debt of the Parent and its Subsidiaries secured by any Debt other than: Lien incurred pursuant to Section 5.02(a)(xiv), would exceed the greater of (A) $600,000,000 and (B) thirty percent (30%) of EBITDA for the four consecutive fiscal quarters ended on or immediately prior to the time of determination; provided, however, that the foregoing restriction shall not apply to any (i) Adjusted Debt existing on the Execution Date and disclosed attributable to the Lenders prior to the date hereof a Subsidiary (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of including any Person that becomes will be or become a Subsidiary after Subsidiary) of the date hereofParent (including any refinancings, and extensions, refundings, renewals and refinancings amendments or extensions of any such Adjusted Debt that do not increase, or provide for the increase the outstanding principal amount thereof (other than by an amount equal to the premium thereonof, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Adjusted Debt) that is assumed in connection with (but not established in contemplation of) (A) a transaction that is permitted pursuant to Section 5.02(b) or (B) the purchase or acquisition of all of the capital stock of, or all or substantially all of the assets of, another Person, (ii) Subsidiary Non-Recourse Debt, (iii) letters of credit entered into pursuant to and in accordance with regulatory requirements in the ordinary course of such Subsidiary's unit investment trust business, (iv) Permitted Unit Investment Trust Debt together with to the extent that (A) any such Debt secured is not outstanding for longer than 5 consecutive Business Days, and (B) so long as such Debt is outstanding, it is supported by Liens readily marketable securities that are in an amount sufficient to repay such Debt and accrued interest thereon and fees associated therewith and that are held in trust or otherwise set aside for the repayment of such Permitted Unit Investment Trust Debt, or if there is an insufficiency in such amount, the amount of such insufficiency shall be otherwise permitted under this Section 5.02(a)(iii5.02(g), and (v) does not exceed an amount equal to guarantee by a Subsidiary of any Debt qualifying under clauses (i) through (iv) of this Section 5.02(g). For the greater avoidance of doubt, “Adjusted Debt” shall exclude (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary owing to the Borrower Parent or any other Subsidiary thereofand (y) Debt of the Parent owing to any Subsidiary. With respect to any Non-Loan Party Xxxxx, such Non-Loan Party Xxxxx shall only be excluded from the foregoing restrictions so long as such Non-Loan Party Xxxxx remains a Finance Subsidiary; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions provided that, in the ordinary course event a Non-Loan Party Xxxxx shall make any loan or other advance (a “Xxxxx Loan”) to any Subsidiary of business. Notwithstanding anything the Parent that is not a Loan Party (such Subsidiary, a “Xxxxx Loan Recipient”), such Xxxxx Loan shall be subject to an intercreditor agreement among all Xxxxx Loan Recipients effectively providing for pari passu treatment with respect to the contrary set forth aboveObligations and the Debt of each Non-Loan Party Xxxxx, if any Debt is denominated such intercreditor agreement to be in a foreign currency, no fluctuation in currency values shall form and substance reasonably satisfactory to the Administrative Agent. So long as doing so would not result in a breach Non-Loan Party Xxxxx ceasing to be or qualify as a Finance Subsidiary, each Non-Loan Party Xxxxx that makes a Xxxxx Loan to a Xxxxx Loan Recipient shall provide an acknowledgment and consent to such intercreditor agreement (and in the event such acknowledgment and consent would result in a Non-Loan Party Xxxxx ceasing to be or qualify as a Finance Subsidiary, the Parent shall instead provide an acknowledgment and consent to such intercreditor agreement for itself and on behalf of this Section 5.02(eits Subsidiaries).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to any Subsidiary other than the greater of (x) $750.0 million acquired Subsidiary and (y) 10% of Consolidated Tangible Assets of the Reporting Groupits Subsidiaries; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Finance Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; (x) obligations in respect of letters of credit entered into in the contrary set forth aboveordinary course of business; (xi) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for speculative purposes; and (xii) other Debt of the Borrower’s Subsidiaries that, if any together with the amount of Debt is denominated in a foreign currencyand other obligations secured by Liens permitted under Section 5.02(a)(vii), no fluctuation in currency values shall result in a breach does not exceed 15% of this Section 5.02(e)Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Debt.

Subsidiary Debt. Permit The Company will not at any of its Subsidiaries (other than time permit any Loan Party) Subsidiary to create or suffer to exist, Incur any Debt other than: (i) Debt existing on the Execution Date and disclosed owed by such Subsidiary to the Lenders prior Company or to a Wholly-Owned Subsidiary (and the date hereof (Incurrence of the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing aforesaid Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal subject to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancingrequirements of Section 6.1(a), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing;), (ii) Debt of owed by such Subsidiary under any Person that becomes a Guaranty issued by such Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, holders of Wellx Xxxgo Credit Agreement Debt pursuant to the Wellx Xxxgo Credit Agreement to the extent that such the Wellx Xxxgo Credit Agreement Debt exists being so guaranteed did not exceed the Wellx Xxxgo Credit Limit determined at the time such Person becomes a Subsidiary of the Incurrence of such Loan Party Wellx Xxxgo Credit Agreement Debt (and is the Incurrence of the aforesaid Debt under such Guaranty shall not created in contemplation be subject to the requirements of or in connection with such Person becoming a Subsidiary of such Loan Party;Section 6.1(a)), (iii) Debt secured owed by Liens such Subsidiary pursuant to any Subsidiary Guaranty issued by such Subsidiary (and the Incurrence of the type described in and aforesaid Debt shall not be subject to the extent permitted by requirements of Section 5.02(a)(iv) through (ix6.1(a);), and (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million;owed by such Subsidiary to a Person other than the Company or a Wholly-Owned Subsidiary if, but only if, (vA) other after giving effect to the Incurrence of such Debt, the aggregate amount of (1) all Qualified Seller Debt of all Subsidiaries outstanding at such time plus (2) all Debt (whether secured or unsecuredother than Qualified Seller Debt and other than Debt described in clauses (i), (ii) and (iii) above) of all Subsidiaries outstanding at such time would not exceed Twenty-Two Million Dollars ($22,000,000) at such time, (B) after giving effect to the extent Incurrence of such Debt, the aggregate principal amount of all Debt (other than Qualified Seller Debt and other than Debt described in clauses (i), (ii) and (iii) above) of all Subsidiaries outstanding at such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does time would not exceed an amount equal to the greater of Fifteen Million Dollars (x$15,000,000) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; at such time, and (viiC) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything such Debt would be permitted to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this be Incurred under Section 5.02(e)6.1(a) hereof.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to any Subsidiary other than the greater of (x) $750.0 million acquired Subsidiary and (y) 10% of Consolidated Tangible Assets of the Reporting Groupits Subsidiaries; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Capital Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; (x) obligations in respect of letters of credit entered into in the contrary set forth aboveordinary course of business; (xi) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for speculative purposes; and (xii) other Debt of the Borrower’s Subsidiaries that, if together with the amount of Debt and other obligations secured by Liens permitted under Subsection 5.02(a)(vii), does not exceed (A) at any Debt is denominated time during the Liquidity Covenant Relief Period, 7.55.0% of Consolidated Net Tangible Assets and (B) at any other time, 25% of Consolidated Net Tangible Assets, in a foreign currencyeach case at the time of creation, no fluctuation in currency values shall result in a breach incurrence or assumption of this Section 5.02(e)such Debt.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) Subsidiary to create or suffer to exist, exist any Debt other than: (i) Debt owed to the Borrower or to a wholly owned Subsidiary, (ii) Debt existing on the Execution Closing Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing), and the direct and contingent obligors therefor shall not be increasedchanged, as a result of or in connection with such extension, refunding, renewal refunding or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv5.02(a)(ii) through or (ixxiii);, (iv) Debt arising under (x) Permitted Receivables Financings and (y) Non-Recourse supplier financings, in an aggregate outstanding principal amount (or Invested Amount, in the case of Permitted Receivables Financings) not to exceed $450,000,000 at any time not exceeding $500.0 million;outstanding, (v) other unsecured Debt in an aggregate amount not to exceed (whether secured or unsecuredfor all Subsidiaries) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) at any time outstanding 10% of Consolidated Net Tangible Assets of the Reporting Group;Assets, (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything , (vii) Debt of Subsidiaries organized under the laws of a jurisdiction other than the United States or any state, territory or district thereof not to exceed $50,000,000 at any one time outstanding; (viii) Debt of Louisiana Timber Procurement, provided that neither the contrary set forth above, if Borrower nor any other Subsidiary has any liability (contingent or otherwise) with respect to such Debt; and (ix) Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e)under the Subsidiary Guaranty.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owed to the Company or to a wholly owned Subsidiary of the Company, (ii) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.02(c) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing), and the direct and contingent obligors therefor shall not be increasedchanged, as a result of or in connection with such extension, refunding, renewal refunding or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv5.02(a)(v) through (ix);aggregating for all of the Company’s Subsidiaries not more than $100,000,000 at any one time outstanding, (iv) unsecured Debt in an aggregate outstanding principal amount and Invested Amounts aggregating not more than $250,000,000 at any one time not exceeding $500.0 million;outstanding incurred by a special purpose financing Subsidiary of the Company, (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt would be permitted to be secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group;5.02(a)(v)(A), (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; andincurred hereunder, (vii) endorsements Debt (“Acquired Debt”) of any Person that becomes a Subsidiary of the Company after the date hereof that is existing at the time such Person becomes a Subsidiary of the Company (other than Debt incurred in contemplation of such Person becoming a Subsidiary of the Company), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Acquired Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided further that the principal amount of such Acquired Debt shall not be increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, and (viii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create create, incur, assume or suffer to exist, any Debt other thanDebt, except: (i) Debt under the Loan Documents; (ii) Debt in respect of the letters of credit referred to in Section 7.02(a)(ii); (iii) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.02(a)(iii) hereof in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (iv) of this Section 7.02(b), $100,000,000 at any time outstanding; (iv) Capital Leases incurred after the date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt incurred under clause (iii) of this Section 7.02(b), do not exceed $100,000,000 at any time outstanding; (v) Debt referred to in Section 7.02(a)(iv) in a principal amount not in excess of the amount referred to therein; (vi) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule IX (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refinancing or refinancingreplacing, in whole or in part, the Existing Debt; provided, that (A) the aggregate principal amount of such Existing extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof of the Existing Debt and the premium, if any, thereon outstanding immediately prior to such extension, refunding, renewal refinancing or refinancing replacement and (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and B) the direct and contingent obligors therefor of the Existing Debt shall not be increased, changed as a result of or in connection with such extension, refunding, renewal refinancing or refinancingreplacement if such change would be adverse to the interests of the Company; (iivii) Debt owed to the Company or to any Subsidiary of any Person that becomes a Subsidiary after the date hereofCompany; (viii) Debt not otherwise permitted under this Section 7.02(b) in an outstanding principal aggregate amount, and extensions, refundings, renewals and refinancings of any such Debt that do not increase when aggregated (without duplication) with the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with all Debt secured by Liens permitted under Section 5.02(a)(iii) does 7.02(a)(ii), not exceed an amount equal to in excess at any time of the greater of (x) $750.0 million 300,000,000 and (y) 104% of the Company’s Consolidated Net Tangible Assets of the Reporting GroupAssets; (viix) Obligations of a Subsidiary of the Company under direct or indirect guaranties in respect of, or obligations (contingent or otherwise) to purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt of any another Subsidiary to of the Borrower or any Subsidiary thereofCompany permitted under clauses (i) through (viii) of this Section 7.02(b); and (viix) endorsements Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) Subsidiary to create or suffer to exist, exist any Debt other than: (i) Debt owed to the Borrower or to a wholly owned Subsidiary, (ii) Debt existing on the Execution Closing Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing), and the direct and contingent obligors therefor shall not be increasedchanged, as a result of or in connection with such extension, refunding, renewal refunding or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv5.02(a)(ii) through or (ixxiii);, CHAR1\1986393v3 (iv) Debt arising under (x) Permitted Receivables Financings and (y) Non-Recourse supplier financings, in an aggregate outstanding principal amount (or Invested Amount, in the case of Permitted Receivables Financings) not to exceed $450,000,000 at any time not exceeding $500.0 million;outstanding, (v) other unsecured Debt in an aggregate amount not to exceed (whether secured or unsecuredfor all Subsidiaries) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) at any time outstanding 10% of Consolidated Net Tangible Assets of the Reporting Group;Assets, (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything , (vii) Debt of Subsidiaries organized under the laws of a jurisdiction other than the United States or any state, territory or district thereof not to exceed $50,000,000 at any one time outstanding; (viii) Debt of Louisiana Timber Procurement, provided that neither the contrary set forth above, if Borrower nor any other Subsidiary has any liability (contingent or otherwise) with respect to such Debt; and (ix) Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e)under the Subsidiary Guaranty.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to any Subsidiary other than the greater of (x) $750.0 million acquired Subsidiary and (y) 10% of Consolidated Tangible Assets of the Reporting Groupits Subsidiaries; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Capital Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; (x) obligations in respect of letters of credit entered into in the contrary set forth aboveordinary course of business; (xi) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for speculative purposes; and (xii) other Debt of the Borrower’s Subsidiaries that, if any together with the amount of Debt is denominated in a foreign currencyand other obligations secured by Liens permitted under Section 5.02(a)(vii), no fluctuation in currency values shall result in a breach does not exceed 15% of this Section 5.02(e)Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Debt.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Partythe Borrower) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, thereon plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, thereon plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, provided that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million1,250,000,000; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million 1,000,000,000 and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Parent Guarantor, the Borrower or any Subsidiary thereofother Subsidiary; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to any Subsidiary other than the greater of (x) $750.0 million acquired Subsidiary and (y) 10% of Consolidated Tangible Assets of the Reporting Groupits Subsidiaries; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Capital Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; (x) obligations in respect of letters of credit entered into in the contrary set forth aboveordinary course of business; (xi) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for speculative purposes; and (xii) other Debt of the Borrower’s Subsidiaries that, if any together with the amount of Debt is denominated and other obligations secured by Liens permitted under Subsection 5.02(a)(vii), does not exceed 25% of Consolidated Net Tangible Assets, in a foreign currencyeach case at the time of creation, no fluctuation in currency values shall result in a breach incurrence or assumption of this Section 5.02(e)such Debt.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower, (ii) Debt existing on the Execution Original Effective Date and disclosed described on Schedule 5.02(c) hereto, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt is not created in contemplation of such merger, consolidation or acquisition, (v) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vii) above, does not exceed an aggregate principal amount of $100,000,000 at any time outstanding, (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vii) (A) Debt of the Borrower and its Subsidiaries owing to the Lenders prior seller in any purchase or acquisition otherwise permitted under this Agreement and (B) any Guaranteed Debt in respect thereof so long as such Debt does not, when taken together with all other Debt incurred pursuant to clause (A), exceed more than $100,000,000 in aggregate principal amount outstanding at any time; provided, however, that any Subsidiary may incur Debt pursuant to this clause (vii) in excess of $100,000,000 for a period of time not to exceed 30 consecutive days if such Debt is created or assigned in anticipation of a sale or any other disposition of a Subsidiary or in anticipation of the dividend or distribution or other spin-off transaction of the Capital Stock of such Subsidiary to the date hereof Borrower's shareholders permitted pursuant to Section 5.02(b)(v), (viii) to the “Existing extent the same constitutes Debt”), and obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under this Agreement, (ix) any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, any Debt permitted by clause (c)(ii), (iii), (iv), (vii) or (viii) above (or this clause (ix)); provided that the Existing terms of any such extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this Agreement; provided, further, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and the direct and contingent obligors therefor shall not be increasedother material terms, taken as a result of or in connection with such extensionwhole, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable (other than by an amount equal and no more onerous) in any material respect to the premium thereon, plus other reasonable amounts paid, fees Borrower and expenses incurred in connection with such extension, refunding, renewal its Subsidiaries taken as a whole than the terms of any agreement or refinancing); provided, that instrument governing such Debt exists at being extended, refunded or refinanced and the time interest rate applicable to any such Person becomes a Subsidiary of such Loan Party and is extending, refunding or refinancing Debt does not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;exceed the then applicable market interest rate, (iiix) Debt secured by Liens in respect of the type described in and Hedge Agreements to the extent such Hedge Agreements are permitted by under Section 5.02(a)(iv5.02(e) through (ix); (iv) Debt that does not exceed $25,000,000 in an aggregate outstanding principal amount outstanding at any time not exceeding $500.0 million;time, (v) other Debt (whether secured or unsecuredxi) to the extent the aggregate principal amount same constitutes Debt, obligations under performance bonds, surety bonds and letter of such credit obligations to provide security for worker's compensation claims and Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does in respect of bank overdrafts not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions more than two days overdue, in each case, incurred in the ordinary course of business. Notwithstanding anything , (xii) to the contrary set forth aboveextent constituting Guaranteed Debt, if indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business, (xiii) Guaranteed Debt is denominated with respect to payment obligations of any wholly-owned Subsidiary in a foreign currency, no fluctuation in currency values shall result in a breach respect of Debt permitted under this Section 5.02(e)5.02, and (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens Xxxxx of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 750.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million 1.5 billion and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create create, assume or suffer to exist, any Debt other than: (i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower; (ii) in the case of FDS National Bank, Debt owed to the Borrower and incurred in connection with the financing of accounts receivable in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; (iii) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.02(d) hereto (the “"Existing Debt”"), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing), and the direct and contingent obligors therefor shall not be increasedchanged, as a result of or in connection with such extension, refunding, renewal refunding or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount secured by Liens permitted by Section 5.02(a)(iv) aggregating not more than $75,000,000 at any one time not exceeding $500.0 millionoutstanding; (v) other unsecured Debt (whether secured or unsecured) to incurred in the extent the aggregate principal amount ordinary course of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets business aggregating for all of the Reporting GroupBorrower's Subsidiaries not more than $150,000,000 at any one time outstanding; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (vii) Capitalized Leases not to exceed in the aggregate $100,000,000 at any time outstanding; (viii) Debt secured by Liens permitted pursuant to Section 5.02(a)(xi); (ix) Debt incurred in connection with the sale or other disposition of accounts receivable pursuant to Section 5.02(e)(ii) arising in connection with the Receivables Financing Facility, including, without limitation, Debt consisting of indemnification obligations of the Borrower's Subsidiaries and the Borrower's guaranty thereof and Debt in respect of Hedge Agreements, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the contrary set forth above, if term and purpose thereof); (x) Debt in respect of Documentary L/Cs in an aggregate Available Amount not to exceed $250,000,000 at any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).time outstanding; and

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create create, incur, assume or suffer to exist, any Debt other thanDebt, except: (i) Debt under the Loan Documents; (ii) Debt in respect of the letters of credit referred to in Section 7.02(a)(vi); (iii) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.02(a)(iii) hereof in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (iv) of this Section 7.02(b), $100,000,000 at any time outstanding; (iv) Capital Leases incurred after the date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt incurred under clause (iii) of this Section 7.02(b), do not exceed $100,000,000 at any time outstanding; (v) Debt referred to in Section 7.02(a)(iv) in a principal amount not in excess of the amount referred to therein; (vi) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule IX (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refinancing or refinancingreplacing, in whole or in part, the Existing Debt; provided, that (A) the aggregate principal amount of such Existing extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof of the Existing Debt and the premium, if any, thereon outstanding immediately prior to such extension, refunding, renewal refinancing or refinancing replacement and (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and B) the direct and contingent obligors therefor of the Existing Debt shall not be increased, changed as a result of or in connection with such extension, refunding, renewal refinancing or refinancingreplacement if such change would be adverse to the interests of the Borrower; (iivii) Debt owed to the Borrower or to any Subsidiary of any Person that becomes a Subsidiary after the date hereofBorrower; (viii) Debt not otherwise permitted under this Section 7.02(b) in an outstanding principal aggregate amount, and extensions, refundings, renewals and refinancings of any such Debt that do not increase when aggregated (without duplication) with the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with all Debt secured by Liens permitted under Section 5.02(a)(iii) does 7.02(a)(ii), not exceed an amount equal to the greater in excess at any time of (x) $750.0 million and (y) 107.5% of the Consolidated Tangible Assets Net Worth at the end of the Reporting Groupimmediately preceding Fiscal Quarter; (viix) Obligations of a Subsidiary of the Borrower under direct or indirect guaranties in respect of, or obligations (contingent or otherwise) to purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt of any another Subsidiary to of the Borrower or any Subsidiary thereofpermitted under clauses (i) through (viii) of this Section 7.02(b); and (viix) endorsements Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create create, incur, assume or suffer to exist, any Debt other thanDebt, except: (i) Debt under the Loan Documents; (ii) Debt in respect of the letters of credit referred to in Section 7.02(a)(vi); (iii) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.02(a) (iii) hereof in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (iv) of this Section 7.02(b), $100,000,000 at any time outstanding; (iv) Capital Leases incurred after the date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt incurred under clause (iii) of this Section 7.02(b), do not exceed $100,000,000 at any time outstanding; (v) Debt referred to in Section 7.02(a)(iv) in a principal amount not in excess of the amount referred to therein; (vi) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule IX (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refinancing or refinancingreplacing, in whole or in part, the Existing Debt; provided, that (A) the aggregate principal amount of such Existing extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof of the Existing Debt and the premium, if any, thereon outstanding immediately prior to such extension, refunding, renewal refinancing or refinancing replacement and (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and B) the direct and contingent obligors therefor of the Existing Debt shall not be increased, changed as a result of or in connection with such extension, refunding, renewal refinancing or refinancingreplacement if such change would be adverse to the interests of the Borrower; (iivii) Debt owed to the Borrower or to any Subsidiary of any Person that becomes a Subsidiary after the date hereofBorrower; (viii) Debt not otherwise permitted under this Section 7.02(b) in an outstanding principal aggregate amount, and extensions, refundings, renewals and refinancings of any such Debt that do not increase when aggregated (without duplication) with the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with all Debt secured by Liens permitted under Section 5.02(a)(iii) does 7.02(a)(ii), not exceed an amount equal to the greater in excess at any time of (x) $750.0 million and (y) 107.5% of the Consolidated Tangible Assets Net Worth at the end of the Reporting Groupimmediately preceding Fiscal Quarter; (viix) Obligations of a Subsidiary of the Borrower under direct or indirect guaranties in respect of, or obligations (contingent or otherwise) to purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt of any another Subsidiary to of the Borrower or any Subsidiary thereofpermitted under clauses (i) through (viii) of this Section 7.02(b); and (viix) endorsements Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Groupany other Subsidiary; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Finance Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; and (x) other Debt aggregating for all of the contrary set forth above, if Borrower’s Subsidiaries together with Debt secured by Lxxxx permitted under Section 5.02(a)(vii) in an amount not to exceed at any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach one time outstanding 10% of this Section 5.02(e)Consolidated Net Tangible Assets.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof set forth on Schedule 5.02(e) (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, thereon plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary of any Loan Party after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, thereon plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, provided that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ixviii); (iv) Debt of any Subsidiary to the Borrower or any other Subsidiary; provided that any Debt (other than Debt arising from ordinary course cash pooling and cash management activities) owed by a Loan Party to a non-Loan Party shall be subordinated to the Obligations under this Agreement in an aggregate outstanding principal amount at any time not exceeding $500.0 milliona manner acceptable to the Designated Agent; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 107.5% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; and (vii) other Debt of any Foreign Subsidiary to the contrary set forth above, if any extent the aggregate principal amount of such Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of under this Section 5.02(e)clause (ix) does not to exceed $500,000,000.

Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries (other than any that is not a Loan Party) Party to create create, incur, assume or suffer to existexist or otherwise become or be liable in respect of any Indebtedness, any Debt other thanexcept: (ia) Debt existing Indebtedness outstanding on the Execution Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), set forth on Schedule 7.2 and any Debt extending the maturity ofrenewals, extensions, replacements or refunding, renewing or refinancing, in whole or in part, the Existing Debtrefinancings thereof; provided, provided that Indebtedness of any Loan Party shall not be refinanced with Indebtedness of a Subsidiary that is not a Loan Party and that the aggregate principal amount of such Existing Debt shall Indebtedness is not be increased above except by the principal amount thereof outstanding immediately prior to such extension, refunding, renewal of any capitalized interest under any facility or refinancing (other than instrument that provided for capitalization of interest on those terms as at the Effective Date or by an amount equal to the a reasonable premium thereon, plus or other reasonable amounts amount paid, and fees and expenses incurred reasonably incurred, in connection with such extensionany renewal, refunding, renewal extension or refinancing), refinancing thereof and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to any existing commitments unutilized thereunder; (b) Indebtedness owed by any Subsidiary to the premium thereonBorrower or to any other Subsidiary (which shall include, plus other reasonable amounts paidwithout limitation, fees liabilities arising from cash management obligations, tax and expenses incurred in connection with such extension, refunding, renewal or refinancingaccounting operations); provided, provided that such Debt exists Indebtedness shall not have been transferred or assigned to any Person other than the Borrower or any Subsidiary; (c) Indebtedness constituting a Securitization; (d) Indebtedness arising under factoring arrangements, Inventory Financing arrangements or export credit facilities or any similar arrangements (including Leases) for the purchase of equipment (provided that any Lien granted in relation to any such facility relates solely to equipment, the purchase of which was financed under such facility) or pursuant to sale and lease-back transactions provided that the maximum aggregate Indebtedness of members of the Borrower and its Subsidiaries, which are not Loan Parties under such transactions does not exceed U.S.$500.0 million at any time (disregarding, for the purpose of such limit, any amount of Indebtedness of the Borrower and its Subsidiaries arising under such arrangements permitted under this paragraph (d) and in place as at the time Funding Date including any amounts under such Person becomes a Subsidiary Indebtedness which has been repaid and reborrowed whether pursuant to the terms of the arrangement constituting such Loan Party Indebtedness when originally advanced or otherwise); (e) Indebtedness of the Borrower and is its Subsidiaries pursuant to any acquisition provided that: (i) such Indebtedness existed prior to the date of the acquisition and was not created incurred, increased or extended in contemplation of, or since, the acquisition; and (ii) the aggregate amount of any such Indebtedness of the Borrower and its Subsidiaries which are not Loan Parties does not exceed U.S.$200.0 million at any time; (f) Indebtedness incurred pursuant to or in connection with any cash pooling or other cash management agreements with a bank or financial institution, but only to the extent of offsetting credit balances of the Borrower and its Subsidiaries which are not Loan Parties pursuant to such Person becoming a Subsidiary of such Loan Partycash pooling or other cash management arrangement; (iiig) Debt secured by Liens Indebtedness for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the type described in and ordinary course of trading; and (h) additional Indebtedness, if, after giving effect to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an incurrence of any such Indebtedness, the aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does Indebtedness of all non-guarantor Subsidiaries would not exceed an amount equal to the greater of (x) $750.0 million 15% of consolidated tangible assets of the Borrower and its Subsidiaries based on the last balance sheet delivered pursuant to Section 6.1, and (y) 10% U.S.$2.0 billion. For the avoidance of Consolidated Tangible Assets of doubt, the Reporting Group; (vi) Debt aggregate amount of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments Indebtedness will be calculated for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach purposes of this Section 5.02(e)7.2 solely by reference to such Indebtedness of each of the Borrower’s Subsidiaries that is not a Loan Party.

Subsidiary Debt. Permit any of its Subsidiaries (Subsidiaries, other than (1) the Borrower and (2) any Loan Party) Finance Subsidiary (subject to the last sentence of this subsection (g)), collectively to create or suffer incur Adjusted Debt attributable to existsuch Subsidiaries if immediately after giving effect to such creation or incurrence, the aggregate principal amount of Adjusted Debt attributable to such Subsidiaries, when combined with the aggregate principal amount of Debt of the Parent and its Subsidiaries secured by any Debt other than: Lien incurred pursuant to Section 5.02(a)(xiv), would exceed the greater of (A) $600,000,000 and (B) thirty percent (30%) of EBITDA for the four consecutive fiscal quarters ended on or immediately prior to the time of determination; provided, however, that the foregoing restriction shall not apply to any (i) Adjusted Debt existing on the Execution Date and disclosed attributable to the Lenders prior to the date hereof a Subsidiary (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of including any Person that becomes will be or become a Subsidiary after Subsidiary) of the date hereofParent (including any refinancings, and extensions, refundings, renewals and refinancings amendments or extensions of any such Adjusted Debt that do not increase, or provide for the increase the outstanding principal amount thereof (other than by an amount equal to the premium thereonof, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Adjusted Debt) that is assumed in connection with (but not established in contemplation of) (A) a transaction that is permitted pursuant to Section 5.02(b) or (B) the purchase or acquisition of all of the capital stock of, or all or substantially all of the assets of, another Person, (ii) Subsidiary Non-Recourse Debt, (iii) letters of credit entered into pursuant to and in accordance with regulatory requirements in the ordinary course of such Subsidiary's unit investment trust business, (iv) Permitted Unit Investment Trust Debt together with to the extent that (A) any such Debt secured is not outstanding for longer than 5 consecutive Business Days, and (B) so long as such Debt is outstanding, it is supported by Liens readily marketable securities that are in an amount sufficient to repay such Debt and accrued interest thereon and fees associated therewith and that are held in trust or otherwise set aside for the repayment of such Permitted Unit Investment Trust Debt, or if there is an insufficiency in such amount, the amount of such insufficiency shall be otherwise permitted under this Section 5.02(a)(iii5.02(g), and (v) does not exceed an amount equal to guarantee by a Subsidiary of any Debt qualifying under clauses (i) through (iv) of this Section 5.02(g). For the greater avoidance of doubt, “Adjusted Debt” shall exclude (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary owing to 143361946_5 the Parent or any other Subsidiary and (y) Debt of the Parent owing to any Subsidiary. With respect to any Non-Loan Party Xxxxx, such Non-Loan Party Xxxxx shall only be excluded from the foregoing restrictions so long as such Non-Loan Party Xxxxx remains a Finance Subsidiary; provided that, in the event a Non-Loan Party Xxxxx shall make any loan or other advance (a “Xxxxx Loan”) to any Subsidiary of the Parent that is not a Loan Party (such Subsidiary, a “Xxxxx Loan Recipient”), such Xxxxx Loan shall be subject to an intercreditor agreement among all Xxxxx Loan Recipients effectively providing for pari passu treatment with respect to the Borrower or any Subsidiary thereof; and (vii) endorsements Obligations and the Debt of negotiable instruments for deposit or collection or similar transactions each Non-Loan Party Xxxxx, such intercreditor agreement to be in the ordinary course of business. Notwithstanding anything form and substance reasonably satisfactory to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall Administrative Agent. So long as doing so would not result in a breach Non-Loan Party Xxxxx ceasing to be or qualify as a Finance Subsidiary, each Non-Loan Party Xxxxx that makes a Xxxxx Loan to a Xxxxx Loan Recipient shall provide an acknowledgment and consent to such intercreditor agreement (and in the event such acknowledgment and consent would result in a Non-Loan Party Xxxxx ceasing to be or qualify as a Finance Subsidiary, the Parent shall instead provide an acknowledgment and consent to such intercreditor agreement for itself and on behalf of this Section 5.02(eits Subsidiaries).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower, (ii) Debt existing on the Execution Original Effective Date and disclosed described on Schedule 5.02(c) hereto, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt is not created in contemplation of such merger, consolidation or acquisition, (v) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vii) above, does not exceed an aggregate principal amount of $100,000,000 at any time outstanding, (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vii) (A) Debt of the Borrower and its Subsidiaries owing to the Lenders prior seller in any purchase or acquisition otherwise permitted under this Agreement and (B) any Guaranteed Debt in respect thereof so long as such Debt does not, when taken together with all other Debt incurred pursuant to clause (A), exceed more than $100,000,000 in aggregate principal amount outstanding at any time; provided, however, that any Subsidiary may incur Debt pursuant to this clause (vii) in excess of $100,000,000 for a period of time not to exceed 30 consecutive days if such Debt is created or assigned in anticipation of a sale or any other disposition of a Subsidiary or in anticipation of the dividend or distribution or other spin-off transaction of the Capital Stock of such Subsidiary to the date hereof Borrower's shareholders permitted pursuant to Section 5.02(b)(v), (viii) to the “Existing extent the same constitutes Debt”), and obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under this Agreement, (ix) any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, any Debt permitted by clause (c)(ii), (iii), (iv), (vii) or (viii) above (or this clause (ix)); provided that the Existing terms of any such extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this Agreement; provided, further, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and the direct and contingent obligors therefor shall not be increasedother material terms, taken as a result of or in connection with such extensionwhole, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable (other than by an amount equal and no more onerous) in any material respect to the premium thereon, plus other reasonable amounts paid, fees Borrower and expenses incurred in connection with such extension, refunding, renewal its Subsidiaries taken as a whole than the terms of any agreement or refinancing); provided, that instrument governing such Debt exists at being extended, refunded or refinanced and the time interest rate applicable to any such Person becomes a Subsidiary of such Loan Party and is extending, refunding or refinancing Debt does not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;exceed the then applicable market interest rate, (iiix) Debt secured by Liens in respect of the type described in and Hedge Agreements to the extent such Hedge Agreements are permitted by under Section 5.02(a)(iv5.02(e) through (ix); (iv) Debt that does not exceed $25,000,000 in an aggregate outstanding principal amount outstanding at any time not exceeding $500.0 million;time (v) other Debt (whether secured or unsecuredxi) to the extent the aggregate principal amount same constitutes Debt, obligations under performance bonds, surety bonds and letter of such credit obligations to provide security for worker's compensation claims and Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does in respect of bank overdrafts not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions more than two days overdue, in each case, incurred in the ordinary course of business. Notwithstanding anything , (xii) to the contrary set forth aboveextent constituting Guaranteed Debt, if indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business, (xiii) Guaranteed Debt is denominated with respect to payment obligations of any wholly-owned Subsidiary in a foreign currency, no fluctuation in currency values shall result in a breach respect of Debt permitted under this Section 5.02(e)5.02, and (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business.

Subsidiary Debt. Permit any of its Subsidiaries Subsidiaries a) Debt owed to the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Receipt; 6.04; (other than any Loan Party) to create or suffer to exist, any Debt other than: (ib) Debt existing on the Execution Effective Date and disclosed described on Schedule (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the Lenders prior acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to the date hereof exceed $300,000,000 outstanding at any one time; (the “Existing d) additional Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior incurred pursuant to such extension, refunding, renewal or refinancing this clause (other than by an amount equal to the premium thereon, d) plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the aggregate outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount incurrence of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10additional Debt, 15% of Consolidated Tangible Assets Net Worth (determined as of the Reporting Group; (vi) Debt end of any Subsidiary to the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or any Subsidiary thereof5.09(b)); and (viie) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrower; (g) Debt with respect to Swap Agreements incurred in the contrary set forth aboveordinary course of business and not for speculative purposes; (h) Debt under bid bonds, if performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach incurred under clause (b) or clause (f) of this Section 5.02(e6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt).” (l) Section 6.06 of the Loan Agreement is hereby restated in its entirety as follows: “

Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries (other than any Loan Party) Subsidiaries, to create create, incur, assume or suffer to existexist any Indebtedness, any Debt other thanexcept: (a) Attributable Indebtedness in respect of any sale and leaseback transactions to the extent that the aggregate outstanding principal amount of such Attributable Indebtedness does not exceed $100,000,000; (b) Indebtedness of (i) Debt Questar Pipeline existing on September 30, 2016 and remaining outstanding on the Execution Closing Date after consummation of the Contribution and disclosed to the Lenders (ii) Cove Point incurred prior to completion of the date hereof (the “Existing Debt”), Liquefaction Project in an aggregate principal amount not to exceed $100,000,000 at any time outstanding and any Debt extending the maturity ofIndebtedness that extends, renews or refunding, renewing or refinancing, in whole or in part, the Existing Debt; refinances such Indebtedness provided, that the principal amount of such Existing Debt shall Indebtedness is not be increased above (other than by amounts incurred to pay the principal amount thereof outstanding immediately prior to costs of such extension, refunding, renewal or refinancing and any premiums paid in connection therewith); (c) intercompany Indebtedness owed to the Borrower or any other Subsidiary; provided, that such Indebtedness shall not have been transferred or pledged to any other Person (other than by an amount equal the Borrower or any Subsidiary); (d) Indebtedness incurred to finance the premium thereonacquisition, plus other reasonable amounts paidconstruction, repair or improvement of any fixed or capital assets, including capital lease obligations, Synthetic Lease Obligations and fees and expenses incurred any Indebtedness assumed in connection with the acquisition of any such extension, refunding, renewal or refinancing)assets, and any Indebtedness that extends, renews or refinances such Indebtedness; provided, that such Indebtedness is incurred concurrently with or within 90 days after such acquisition or the direct completion of such construction, repair or improvement; (e) performance bonds, bid bonds, surety bonds, appeal bonds, completion guarantees and contingent obligors therefor shall not be increasedsimilar obligations, as a result in each case, provided in the ordinary course of business; (f) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case, incurred in the ordinary course of business; (g) Indebtedness owed in respect of overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with such extension, refunding, renewal or refinancing;any automated clearinghouse transfers of funds; (iih) Debt Indebtedness not otherwise permitted by the foregoing clauses of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); this Section 8.5; provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt Indebtedness outstanding pursuant to this clause (h), together with Debt the aggregate principal (or notional) amount of Indebtedness and Hedging Obligations secured by Liens permitted under pursuant to Section 5.02(a)(iii) does 8.4(r), shall not exceed an amount equal to the greater of (x) $750.0 million and (y) 1015.0% of Consolidated Net Tangible Assets of the Reporting Group; (vi) Debt of at any Subsidiary to the Borrower or any Subsidiary thereof; time; and (viii) endorsements Any Indebtedness that extends, renews or refinances any of negotiable instruments for deposit or collection or similar transactions the Indebtedness described in the ordinary course of business. Notwithstanding anything to the contrary set forth clauses (a) through (h) above, if provided, that the principal amount of such Indebtedness is not increased (other than by amounts incurred to pay the costs of such extension, renewal or refinancing and any Debt is denominated premiums paid in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(econnection therewith).

Subsidiary Debt. Permit any of its Subsidiaries (other than Material Subsidiary to create, incur, assume or permit to exist any Loan Party) to create or suffer to existDebt, any Debt other thanexcept: (ia) Debt created under the Loan Documents; (b) Debt existing on the Execution Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, set forth in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, Schedule 6.01 and extensions, refundings, renewals and refinancings replacements of any such Debt that do not increase the outstanding principal amount thereof thereof; (other than by an amount equal c) Debt to the premium thereonCompany or any other Subsidiary; (d) Debt in respect of performance and surety, plus stay, customs, appeal and performance bonds and performance and completion guarantees, obligations in respect of letters of credit or bank guarantees, warehouse receipts or other reasonable amounts paidsimilar instruments, fees and expenses incurred in connection each case in the ordinary course of business, including to conduct business, in respect of workers compensation claims, health, disability or other employee benefits or property, casualty, liability or unemployment insurance or self-insurance, other social security laws or regulations or to comply with such extension, refunding, renewal or refinancinglaws; (e) Debt on property described in Section 6.02(p); provided, provided that such Debt exists at shall not either (i) have been created in anticipation of the time such Person becomes a Subsidiary of such Loan Party and is not created related merger, consolidation, sale, lease or other disposition or in contemplation of such acquisition or in connection with such Person becoming a Subsidiary of such Loan Party; (iiiii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in at any time exceed an aggregate outstanding principal amount equal to $250,000,000; (f) Debt of any Receivables Subsidiary; provided that such Debt shall not at any time not exceeding exceed an aggregate outstanding principal amount equal to $500.0 million200,000,000; (vg) other Debt on property described in Section 6.02(t); provided that such Debt shall not at any time exceed an aggregate outstanding principal amount equal to $50,000,000; and (whether secured h) Debt in respect of capital leases, Synthetic Lease Obligations and purchase money obligations or unsecured) to similar obligations for the extent acquisition, construction or improvement of fixed or capital assets within the limitations set forth in Section 6.02(v); provided, however, that the aggregate principal amount of all such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does at any one time outstanding shall not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group75,000,000; (vii) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to ; (ii) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; and (iii) Debt in respect of credit cards and credit accounts of the contrary set forth aboveCompany or any Subsidiary in the ordinary course of business; (j) guaranties in the ordinary course of business of the obligations of suppliers, if customers, franchisees and licensees of the Company or any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach Subsidiary; and (k) other Debt; provided that the Designated Amount does not at any time exceed the greater of this Section 5.02(e)(i) 15% of Consolidated Net Tangible Assets and (ii) $250,000,000.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, the Existing Debt; provided, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal refunding or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and any capitalized fees and expenses incurred in connection with such extension, refunding, renewal or refinancing)therewith, and the direct and contingent obligors therefor shall not be increasedchanged (other than to release any contingent obligor), as a result of or in connection with such extension, refunding, renewal refunding or refinancing;, (ii) Debt accrued expenses and trade payables incurred in the ordinary course of any Person that becomes a Subsidiary business, and obligations under trade letters of credit incurred in the ordinary course of business, which are to be repaid in full not more than one year after the date hereof, and extensions, refundings, renewals and refinancings of any on which such Debt that do not increase is originally incurred to finance the outstanding principal amount thereof purchase of goods by such Subsidiary, (other than by an amount equal to iii) obligations under letters of credit or surety bonds incurred in the premium thereon, plus other reasonable amounts paid, fees and expenses ordinary course of business in support of obligations incurred in connection with such extensionleases, refundingworker’s compensation, renewal unemployment insurance and other social security legislation, (iv) Debt owed to the Guarantor or refinancing); providedto a wholly owned Subsidiary of the Guarantor, (v) Debt of the Borrower under this Agreement and other Debt of the Borrower and Omnicom Finance Limited, that such a private limited company organized under the laws of England and Wales, under the Borrower’s Second Amended and Restated Credit Agreement dated as of February 14, 2020. (vi) other Debt exists of Subsidiaries of the Guarantor which are not organized under the laws of the United States of America, a State of the United States of America or the District of Columbia and substantially all of whose assets and business are located or conducted outside the United States of America, (vii) Debt of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Loan Party and is Debt was not created in contemplation of such merger, consolidation or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent acquisition, provided further that the aggregate principal amount of such the Debt together with Debt secured by Liens permitted under Section 5.02(a)(iiireferred to in this clause (vii) does shall not exceed an amount equal to the greater of $50,000,000 at any time outstanding, (viii) (x) $750.0 million Debt consisting of any guaranty made by any Subsidiary of the Guarantor in respect of Debt of any Loan Party, provided that such Subsidiary shall have entered into a guaranty of the Debt of the Guarantor under this Agreement in form and substance reasonably satisfactory to the Required Lenders and (y) 10% of Consolidated Tangible Assets Debt constituting guaranties of the Reporting Group;Debt of the Guarantor under this Agreement, (viix) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to ; and (x) other Debt (whether secured or unsecured) in aggregate principal amount at any time outstanding that does not exceed (A) 15% of Consolidated net worth of the contrary Guarantor and its Subsidiaries as set forth above, if in the Guarantor’s most recent financial statements delivered pursuant to Section 5.01(h)(i) minus (B) without duplication of any Debt is denominated incurred in a foreign currencyaccordance with this clause (x), no fluctuation in currency values shall result in a breach of this Debt secured by Liens permitted by Section 5.02(e5.02(a)(viii).

Subsidiary Debt. Permit The Borrower will not permit any of its Subsidiaries (other than any Loan Party) Subsidiaries, to create create, incur, assume or suffer to existexist any Indebtedness, any Debt other thanexcept: (a) Attributable Indebtedness in respect of any sale and leaseback transactions to the extent that the aggregate outstanding principal amount of such Attributable Indebtedness does not exceed $100,000,000; (b) Indebtedness of (i) Debt existing Questar Pipeline in the principal amount of $435,000,000 outstanding on the Execution Date and disclosed to the Lenders prior to the date hereof and (ii) Cove Point incurred prior to completion of the “Existing Debt”), Liquefaction Project in an aggregate principal amount not to exceed $100,000,000 at any time outstanding and any Debt extending the maturity ofIndebtedness that extends, renews or refunding, renewing or refinancing, in whole or in part, the Existing Debt; refinances such Indebtedness provided, that the principal amount of such Existing Debt shall Indebtedness is not be increased above (other than by amounts incurred to pay the principal amount thereof outstanding immediately prior to costs of such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred any premiums paid in connection with such extension, refunding, renewal or refinancingtherewith), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing; (iic) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal intercompany Indebtedness owed to the premium thereon, plus Borrower or any other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing)Subsidiary; provided, that such Debt exists at Indebtedness shall not have been transferred or pledged to any other Person (other than the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of Borrower or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ixany Subsidiary); (ivd) Debt Indebtedness incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including capital lease obligations, Synthetic Lease Obligations and any Indebtedness assumed in an aggregate outstanding principal amount at connection with the acquisition of any time not exceeding $500.0 millionsuch assets, and any Indebtedness that extends, renews or refinances such Indebtedness; provided, that such Indebtedness is incurred concurrently with or within 90 days after such acquisition or the completion of such construction, repair or improvement; (ve) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million performance bonds, bid bonds, surety bonds, appeal bonds, completion guarantees and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions obligations, in each case, provided in the ordinary course of business. Notwithstanding anything ; (f) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case, incurred in the contrary set forth aboveordinary course of business; (g) Indebtedness owed in respect of overdrafts and related liabilities arising from treasury, if depository and cash management services or in connection with any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach automated clearinghouse transfers of funds; (h) Indebtedness not otherwise permitted by the foregoing clauses of this Section 5.02(e9.5; provided, that the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h), together with the aggregate principal (or notional) amount of Indebtedness and Hedging Obligations secured by Liens pursuant to Section 9.4(r), shall not exceed 15.0% of Consolidated Net Tangible Assets at any time; and (i) Any Indebtedness that extends, renews or refinances any of the Indebtedness described in clauses (a) through (h) above, provided, that the principal amount of such Indebtedness is not increased (other than by amounts incurred to pay the costs of such extension, renewal or refinancing and any premiums paid in connection therewith).

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower, (ii) Debt existing on the Execution Effective Date and disclosed described on Schedule 5.02(c) hereto, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt is not created in contemplation of such merger, consolidation or acquisition, (v) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vii) above, does not exceed an aggregate principal amount of $100,000,000 at any time outstanding, (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vii) (A) Debt of the Borrower and its Subsidiaries owing to the Lenders prior seller in any purchase or acquisition otherwise permitted under this Agreement and (B) any Guaranteed Debt in respect thereof so long as such Debt does not, when taken together with all other Debt incurred pursuant to clause (A), exceed more than $100,000,000 in aggregate principal amount outstanding at any time; provided, however, that any Subsidiary may incur Debt pursuant to this clause (vii) in excess of $100,000,000 for a period of time not to exceed 30 consecutive days if such Debt is created or assigned in anticipation of a sale or any other disposition of a Subsidiary or in anticipation of the dividend or distribution or other spin-off transaction of the Capital Stock of such Subsidiary to the date hereof Borrower's shareholders permitted pursuant to Section 5.02(b)(v), (viii) to the “Existing extent the same constitutes Debt”), and obligations in respect of net capital adjustments and/or earn-out arrangements pursuant to a purchase or acquisition otherwise permitted under this Agreement, (ix) any Debt extending the maturity of, or refunding, renewing refunding or refinancing, in whole or in part, any Debt permitted by clause (c)(ii), (iii), (iv), (vii) or (viii) above (or this clause (ix)); provided that the Existing terms of any such extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this Agreement; provided, further, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal refunding or refinancing; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and the direct and contingent obligors therefor shall not be increasedother material terms, taken as a result of or in connection with such extensionwhole, refunding, renewal or refinancing; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof extended, refunded or refinanced Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable (other than by an amount equal and no more onerous) in any material respect to the premium thereon, plus other reasonable amounts paid, fees Borrower and expenses incurred in connection with such extension, refunding, renewal its Subsidiaries taken as a whole than the terms of any agreement or refinancing); provided, that instrument governing such Debt exists at being extended, refunded or refinanced and the time interest rate applicable to any such Person becomes a Subsidiary of such Loan Party and is extending, refunding or refinancing Debt does not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;exceed the then applicable market interest rate, (iiix) Debt secured by Liens in respect of the type described in and Hedge Agreements to the extent such Hedge Agreements are permitted by under Section 5.02(a)(iv5.02(f) through (ix); (iv) Debt that does not exceed $25,000,000 in an aggregate outstanding principal amount outstanding at any time not exceeding $500.0 million;time (v) other Debt (whether secured or unsecuredxi) to the extent the aggregate principal amount same constitutes Debt, obligations under performance bonds, surety bonds and letter of such credit obligations to provide security for worker's compensation claims and Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does in respect of bank overdrafts not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group; (vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and (vii) endorsements of negotiable instruments for deposit or collection or similar transactions more than two days overdue, in each case, incurred in the ordinary course of business. Notwithstanding anything , (xii) to the contrary set forth aboveextent constituting Guaranteed Debt, if indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business, (xiii) Guaranteed Debt is denominated with respect to payment obligations of any wholly-owned Subsidiary in a foreign currency, no fluctuation in currency values shall result in a breach respect of Debt permitted under this Section 5.02(e)5.02, and (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than: (i) Debt owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Execution Date Effective Date, and disclosed to the Lenders prior to the date hereof listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (other than except by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iiiii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary after of the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal Borrower to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that extent such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; and (iiiB) Debt secured by Liens of the type described in and a Subsidiary to the extent permitted such Debt is assumed in connection with an acquisition made by Section 5.02(a)(iv) through (ix); (iv) Debt such Subsidiary and is not created in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount contemplation of such acquisition; provided, however, that such Debt together with Debt secured shall not be guaranteed by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to any Subsidiary other than the greater of (x) $750.0 million acquired Subsidiary and (y) 10% of Consolidated Tangible Assets of the Reporting Groupits Subsidiaries; (vi) Debt of any Subsidiary to the Borrower guarantees for Advances, L/C Obligations or any Subsidiary thereof; andother obligations under or in connection with the Loan Documents; (vii) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything ; (viii) Debt under Capital Leases; (ix) unsecured obligations due to vendors under any vendor factoring line; (x) obligations in respect of letters of credit entered into in the contrary set forth aboveordinary course of business; (xi) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for speculative purposes; and (xii) other Debt of the Borrower’s Subsidiaries that, if any together with the amount of Debt is denominated in a foreign currencyand other obligations secured by Liens permitted under Section 5.02(a)(vii), no fluctuation in currency values shall result in a breach does not exceed 25% of this Section 5.02(e)Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Debt.

Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create create, incur, assume or suffer to exist, any Debt other thanDebt, except: (i) Debt under the Loan Documents; (ii) Debt in respect of the letters of credit referred to in Section 7.02(a)(ii); (iii) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.02(a)(iii) hereof in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (iv) of this Section 7.02(b), $100,000,000 at any time outstanding; (iv) Capital Leases incurred after the date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt incurred under clause (iii) of this Section 7.02(b), do not exceed $100,000,000 at any time outstanding; (v) Debt referred to in Section 7.02(a)(iv) in a principal amount not in excess of the amount referred to therein; (vi) Debt existing on the Execution Effective Date and disclosed to the Lenders prior to the date hereof described on Schedule IX (the “Existing Debt”)Debt”)2, and any Debt extending the maturity of, or refunding, renewing refinancing or refinancingreplacing, in whole or in part, the Existing Debt; provided, that (A) the aggregate principal amount of such Existing extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof of the Existing Debt and the premium, if any, thereon outstanding immediately prior to such extension, refunding, renewal refinancing or refinancing replacement and (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and B) the direct and contingent obligors therefor of the Existing Debt shall not be increased, changed as a result of or in connection with such extension, refunding, renewal refinancing or refinancingreplacement if such change would be adverse to the interests of the Company; (iivii) Debt owed to the Company or to any Subsidiary of any Person that becomes a Subsidiary after the date hereofCompany; (viii) Debt not otherwise permitted under this Section 7.02(b) in an outstanding principal aggregate amount, and extensions, refundings, renewals and refinancings of any such Debt that do not increase when aggregated (without duplication) with the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix); (iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million; (v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with all Debt secured by Liens permitted under Section 5.02(a)(iii) does 7.02(a)(ii), not exceed an amount equal to the greater in excess at any time of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group500,000,000; (viix) Obligations of a Subsidiary of the Company under direct or indirect guaranties in respect of, or obligations (contingent or otherwise) to purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt of any another Subsidiary to of the Borrower or any Subsidiary thereofCompany permitted under clauses (i) through (viii) of this Section 7.02(b); and (viix) endorsements Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).