Common use of Subsidiary Debt Clause in Contracts

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii).

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, exist any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated wholly owned Subsidiary of the CompanyBorrower, (ii) Debt existing or available for draw on the Restatement 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 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a5.02(a)(ii) or (xiv), (iv) unsecured other Debt incurred aggregating for all of the Borrower’s Subsidiaries, together with Debt secured by Liens permitted under Section 5.02(a)(v), an amount not to exceed $50,000,000 at any one time outstanding, (v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) guaranties of any Debt otherwise permitted under this Section 5.02(e), (vii) Debt arising under Hedge Agreements entered into in the normal course of business and not for speculative purposes; (viii) Indebtedness of a Person that becomes a Subsidiary after the date of this Agreement; provided that such Indebtedness 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, (ix) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed $15,000,000 at any time outstanding outstanding; provided that such Indebtedness is extinguished within five Business Days after its incurrence, (x) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification or adjustment of purchase price, and (xi) Indebtedness as an account party in respect of trade or standby letters of credit, bank guarantees or bankers’ acceptances in an aggregate amount permitted in accordance with Section 5.02(a)(xvii)not to exceed $25,000,000 at any time outstanding.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii).

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (viivi) other unsecured Debt (whether secured or unsecured) incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized in the United States in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)of not more than $10,000,000.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries Subsidiary to create or suffer to exist, exist any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated Subsidiary of the Companywholly owned Subsidiary, (ii) Debt existing on the Restatement 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 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a5.02(a)(ii) or (xiii), (iv) unsecured Debt incurred arising under (x) Permitted Receivables Financings and (y) Non-Recourse supplier financings, in an aggregate amount (or Invested Amount, in the ordinary course case of business of the Company’s Consolidated Subsidiaries organized outside the United StatesPermitted Receivables Financings) not to exceed $450,000,000 at any time outstanding, (v) unsecured Debt existing in an aggregate amount not to exceed (for all Subsidiaries) $125,000,000 at the any one time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased)outstanding, (vi) book overdraft amounts outstanding at any time, andendorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vii) Debt of Subsidiaries organized under the laws of a jurisdiction other Debt (whether secured than the United States or unsecured) in an aggregate principal amount any state, territory or district thereof not to exceed $50,000,000 at any one time outstanding outstanding; (viii) Debt of Louisiana Timber Procurement, provided that neither the amount permitted in accordance Borrower nor any other Subsidiary has any liability (contingent or otherwise) with Section 5.02(a)(xvii)respect to such Debt; and (ix) Debt under the Subsidiary Guaranty.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication):): Interpublic Credit Agreement (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted to be secured as set forth in accordance with Section 5.02(a)(xvii).

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted to be secured as set forth in accordance with Section 5.02(a)(xvii).

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (viivi) other unsecured Debt (whether secured or unsecured) incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized in the United States in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)of not more than $25,000,000.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): ): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, , (ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, , (iii) Debt secured by Liens permitted by Section 5.02(a), , (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, , (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii).

Subsidiary Debt. Permit any of its Consolidated their respective Subsidiaries to create or suffer to exist, any Debt Indebtedness other than (without duplication):than: (i) Debt owed to Indebtedness of any Subsidiary set forth on Schedule 5.02(e) and any extension, renewal, replacement or refinancing of such Indebtedness; provided that the Company aggregate principal amount of such Indebtedness shall not be increased as a result of such extension, renewal, replacement or to a Consolidated Subsidiary of the Company,refinancing; (ii) Debt existing on the Restatement Date and disclosed Indebtedness owed to the Lenders prior any Credit Party or to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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,wholly-owned Subsidiary thereof; (iii) Debt secured by Liens permitted by Section 5.02(a),Indebtedness aggregating for all of the Credit Parties’ Subsidiaries not more than US$800,000,000 at any one time outstanding; (iv) unsecured Debt incurred endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States,business; (v) unsecured Debt existing at Indebtedness owed pursuant to this Agreement and the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased),Note; (vi) book overdraft amounts outstanding at any time, Indebtedness which is effectively subordinated to the payment obligations of the Credit Parties hereunder on customary terms reasonably satisfactory to the Lender; and (vii) Indebtedness arising as a result of such Subsidiary entering into a Reacquisition Sale and Leaseback Transaction provided that the principal obligations of such Subsidiary, when aggregated with the principal obligations of all other Debt (whether secured or unsecured) members of the Group in an aggregate principal amount respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)US$50,000,000.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other unsecured Debt (whether secured or unsecured) of the Company’s Consolidated Subsidiaries in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)of not more than $50,000,000.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated wholly-owned Subsidiary of the CompanyBorrower, (ii) Guarantee Obligations in respect of obligations of any Subsidiary of the Borrower; (iii) Debt existing on the Restatement 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 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 or refinancing, and the direct and contingent obligors therefor shall not be changedchanged except as permitted by clause (ii) above, as a result of or in connection with such extension, refunding or refinancing, (iiiiv) Debt (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured5.02(a)(vii) in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding; (v) Debt of a Subsidiary of the Borrower outstanding on the date on which such Subsidiary was acquired by the Borrower (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an aggregate amount (for all Subsidiaries) at any one time outstanding the not to exceed 10% of Consolidated Net Worth; and (vi) additional Debt in an aggregate principal amount permitted in accordance with Section 5.02(a)(xvii)not to exceed 10% of Consolidated Net Worth at any one time outstanding.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated wholly owned Subsidiary of the CompanyBorrower, (ii) Debt existing on the Restatement 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 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt a Person existing at the time such Person is merged into or consolidated with the any Subsidiary of acquisition the Borrower or becomes a Subsidiary of any the Borrower; provided that such Subsidiary, or of any business or assets, and Debt was not created in contemplation of such acquisition merger, consolidation or acquisition, (and any extension, renewal or replacement iv) Debt of such Debt the type permitted to the extent that the principal amount thereof shall not thereby be increasedsecured by Liens pursuant to Section 5.02(a)(ii), (viv) book overdraft amounts outstanding at any timeendorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (viivi) other Debt (whether aggregating for all of the Subsidiaries of the Borrower, together with Debt secured or unsecured) in by Liens permitted under Section 5.02(a)(vii), an aggregate principal amount not to exceed $75,000,000 at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)outstanding.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries (other than the Borrower) to create or suffer to exist, any Debt other than (without duplication):than: (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing on the Restatement Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 or refinancing, and the direct and contingent obligors therefor shall not be changedincreased, as a result of or in connection with such extension, refunding or refinancing,; (ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; 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; (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a5.02(a)(iv) through (ix),; (iv) unsecured Debt incurred in by Subsidiaries that are organized under laws other than the ordinary course of business laws of the Company’s Consolidated Subsidiaries organized outside the United States,States or any political subdivision thereof in an aggregate outstanding principal amount at any time not exceeding $1,000,000,000; (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) to the extent such Debt would be permitted to be secured under Section 5.02(a)(iii); and (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)ordinary course of business.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated wholly-owned Subsidiary of the Company,Borrower; (ii) Guarantee Obligations in respect of obligations of any Subsidiary of the Borrower; (iii) Debt existing on the Restatement 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 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 or refinancing, and the direct and contingent obligors therefor shall not be changedchanged except as permitted by clause (ii) above, as a result of or in connection with such extension, refunding or refinancing,; (iiiiv) Debt (including Capital Lease Obligations) secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured5.02(a)(vii) in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding; (v) Debt of a Subsidiary of the Borrower outstanding on the date on which such Subsidiary was acquired by the Borrower (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an aggregate amount (for all Subsidiaries) at any one time outstanding the not to exceed 10% of Consolidated Net Worth; and (vi) additional Debt in an aggregate principal amount permitted in accordance with Section 5.02(a)(xvii)not to exceed 10% of Consolidated Net Worth at any one time outstanding.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated wholly-owned Subsidiary of the CompanyBorrower, (ii) Guarantee Obligations in respect of obligations of any Subsidiary of the Borrower; (iii) Debt existing on the Restatement 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 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 or refinancing, and the direct and contingent obligors therefor shall not be changedchanged except as permitted by clause (ii) above, as a result of or in connection with such extension, refunding or refinancing, (iiiiv) Debt (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured5.02(a)(vii) in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding; (v) Debt of a Subsidiary of the Borrower outstanding on the date on which such Subsidiary was acquired by the Borrower (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an aggregate amount (for all Subsidiaries) at any one time outstanding the not to exceed $100,000,000; and (vi) additional Debt in an aggregate principal amount permitted in accordance with Section 5.02(a)(xvii)not to exceed $50,000,000 at any one time outstanding.

Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, exist any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated wholly owned Subsidiary of the CompanyBorrower, (ii) Debt existing or available for draw on the Restatement 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 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a5.02(a)(ii) or Section 5.02(a)(iv), (iv) unsecured other Debt incurred in the ordinary course of business aggregating for all of the CompanyBorrower’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Subsidiaries, together with Debt existing at the time of acquisition of any such Subsidiarysecured by Liens permitted under Section 5.02(a)(v), or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any one time outstanding at any time outstanding the greater of $750,000,000 and 7.5% of Consolidated total assets, (v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) guaranties of any Debt 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 permitted 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 accordance connection with Section 5.02(a)(xvii)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 Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication): (i) Debt owed to the Company Borrower or to a Consolidated Subsidiary of the CompanyBorrower, (ii) Debt existing on the Restatement Effective Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a), (iv) unsecured Debt incurred in the ordinary course of business of the CompanyBorrower’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii).

Subsidiary Debt. Permit any of its Consolidated Subsidiaries Subsidiary that is not a Loan Party to create or suffer to exist, any Debt other than (without duplication):than: (i) Debt owed to the Company Borrower or to a Consolidated Subsidiary of the CompanyBorrower to the extent constituting an Investment permitted under Section 5.02(h), (ii) Debt existing on the Restatement 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 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 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, (iii) Debt secured by Liens permitted by Section 5.02(a5.02(a)(ii), (iv) or (v) or by Permitted Liens of the type described in clause (g) of the definition thereof, (iv) unsecured Debt not otherwise permitted under this Section 5.02(d) aggregating not more than $25,000,000 at any one time outstanding for all of the Borrower’s Subsidiaries that are not Loan Parties, (v) Debt in respect of unsecured non-speculative Hedge Agreements, (vi) Debt incurred by Subsidiaries of the Borrower that are organized under the laws of a jurisdiction outside of the United States; and (vii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States, (v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased), (vi) book overdraft amounts outstanding at any time, and (vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii)business.