Common use of Subsidiary Debt Clause in Contracts

Subsidiary Debt. The Company will not at any time permit any Subsidiary to, create, incur, assume, guaranty, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; and (g) additional Indebtedness of a Subsidiary; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worth.

Subsidiary Debt. The Company will not at Permit any time permit of its Subsidiaries to create or suffer to exist, any Subsidiary to, create, incur, assume, guaranty, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt other than: (ai) Indebtedness of a Subsidiary outstanding Debt existing on the date of this Agreement Effective Date and described on Schedule 5.15 5.02(d) hereto (the “Existing Debt”), and any extensionDebt extending the maturity of, renewal or refunding thereof if 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 is outstanding immediately prior to such extension, refunding or refinancing plus any capitalized fees incurred in connection therewith, and the direct and contingent obligors therefor shall not increased be changed (other than to release any contingent obligor), as a result of or in connection with such extension, renewal refunding or refunding;refinancing, (bii) Indebtedness accrued expenses and trade payables incurred in the ordinary course of 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 on which such Debt is originally incurred to finance the purchase of goods by such Subsidiary, (iii) obligations under letters of credit or surety bonds incurred in the ordinary course of business in support of obligations incurred in connection with leases, worker’s compensation, unemployment insurance and other social security legislation, (iv) Debt owed to the Company Guarantor or to a Wholly-Owned Subsidiary;wholly owned Subsidiary of the Guarantor, (cv) Guaranties by a Subsidiary Debt of Indebtedness the Borrowers, (vi) other Debt of another Subsidiary that is otherwise permitted Subsidiaries of the Guarantor which are not organized under the terms laws of this Agreement;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, (dvii) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness Debt of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding 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 (i) such Indebtedness shall Debt was not have been incurred created in contemplation of such merger, consolidation or acquisition, provided further that the aggregate principal amount of the Debt referred to in this clause (vii) shall not exceed $50,000,000 at any time outstanding, (viii) (x) Debt consisting of any guaranty made by any Subsidiary becoming of the Guarantor in respect of Debt of any Loan Party, provided that such Subsidiary shall have entered into a Subsidiary guaranty of the Debt of the Guarantor under this Agreement in form and substance reasonably satisfactory to the Required Lenders and (iiy) immediately after such Subsidiary becomes a Subsidiary no Default or Event Debt constituting guaranties of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by the Debt of the Guarantor under this Agreement; , and (gix) additional Indebtedness indorsement of a Subsidiary; provided that on negotiable instruments for deposit or collection or similar transactions in the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application ordinary course of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthbusiness.

Subsidiary Debt. The Company will not at Permit any time permit any Subsidiary to, of its Subsidiaries to create, incur, assume, guaranty, permit assume or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt, other than: (ai) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Indebtedness of a Subsidiary Debt owed to the Company Borrower or to a Wholly-Owned Subsidiary; (c) Guaranties by a wholly owned Subsidiary of Indebtedness of another Subsidiary the Borrower that is otherwise permitted under the terms of this Agreement;shall not have been transferred or pledged to any third party, (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) Debt (including Capital Leases) incurred to finance the acquisition, construction, repair or improvement of real property, fixtures or equipment acquired by such Subsidiary from a Person other than the Borrower or any Guaranty other Subsidiary of the Borrower, provided that (A) such real property, fixtures or equipment shall be purchased, constructed, repaired or improved on an arm’s-length basis and at a fair market value as reasonably determined at the time of such acquisition by the authorized officers or the board of directors of the Borrower, as the case may be, in a manner consistent with the Borrower’s standard procedures, and extensions, refinancings and renewals of such Debt, and (B) such Debt shall be incurred within 180 days after such acquisition, construction, repair, improvement or the completion of any Major Credit Facility construction of any new business or operating facilities on any land so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9;acquired, (eiii) Indebtedness of a secured Debt assumed by such Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; the acquisition of real property, fixtures or equipment which Debt (fA) Indebtedness of a Subsidiary is secured only by such property, and (B) is outstanding at the time of the acquisition of such property and not incurred to finance the acquisition thereof, and extensions, refinancings and renewals of such Debt, (iv) Debt of a Person that is acquired by such Subsidiary becomes or the Borrower, which Person will be, upon such acquisition, a Subsidiary of the Borrower and which Debt (A) is secured, if at all, only by the assets of such Person, and (B) is outstanding at the time of the acquisition of such Person and not incurred to finance the acquisition thereof, provided that the Borrower shall be in compliance on a pro forma basis after giving effect to such acquisition with the covenants contained in Sections 5.02(e) and (if), recomputed as at the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such Indebtedness shall compliance, (v) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) Debt existing on the Effective Date (with all Debt of the Subsidiaries of the Borrower for borrowed money in a principal amount of $5,000,000 or greater existing on the Effective Date being described on Schedule II), (vii) any extension, refinancing, or renewal of any of the Debt specified in Sections 5.02(d)(ii), (iii), (iv) and (vi) not have been resulting in an increase in the principal amount of such Debt so extended, refinanced, or renewed, (viii) Debt incurred pursuant to the Loan Documents, (ix) Debt incurred by a Receivables Subsidiary in contemplation a Permitted Receivables Financing, and (x) Debt of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by the foregoing clauses of this Agreement; and (g) additional Indebtedness of a Subsidiary; Section 5.02(d), provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total aggregate principal amount of such Debt of all Indebtedness permitted under this Section 10.10(gSubsidiaries at any one time outstanding does not exceed the greater of (A) at no time exceeds $500,000,000 or (B) an amount equal to 202.5% of the total assets of the Borrower and its Subsidiaries on a Consolidated Net Worthbasis (determined by reference to the Most Recent Financial Statements).

Subsidiary Debt. The Company will not at any time permit any Significant Subsidiary toto have, create, incur, assumeassume or suffer to exist, guaranty, permit to exist or otherwise become or remain directly or indirectly liable with respect to be liable, for any Indebtedness other thanDebt, except: (a) Indebtedness Debt of a any Significant Subsidiary outstanding on existing as of the date hereof and reflected in Schedule 10.3; (b) Debt of this Agreement described on Schedule 5.15 any Significant Subsidiary secured by Liens permitted by Section 10.5(g); (c) Debt of any Significant Subsidiary secured by Liens permitted by Section 10.5(h); (d) refinancings, extensions or renewals of any of the foregoing Debt so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9increased; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11Subordinated Debt; (f) Indebtedness Debt of a Person acquired in connection with an Acquisition that was not incurred in contemplation thereof; (g) Debt constituting Securitization Obligations permitted by Section 10.4 hereof; (h) Debt evidenced by the Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary provided that Guaranties; (i) Suretyship Liabilities with respect to Debt of the Company; provided that each Significant Subsidiary obligated under such Indebtedness Suretyship Liability is obligated under a Subsidiary Guaranty and the beneficiaries of such Suretyship Liabilities are party to the Intercreditor Agreement; (j) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries, provided that the aggregate amount of all such Debt shall not have been incurred in contemplation at any time exceed an amount equivalent to 5% of such Subsidiary becoming a Subsidiary the consolidated total assets of the Company and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event its Subsidiaries, determined as of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreementthe last day of the fiscal quarter most recently then ended; and (gk) additional Indebtedness other unsecured Debt of a Subsidiary; Foreign Subsidiaries that are Significant Subsidiaries, provided that on that, at the date time of incurrence thereof, the Subsidiary incurs or otherwise becomes liable Company is in pro forma compliance with respect to any such additional Indebtedness the covenants set forth in Section 10.1 and immediately after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worth10.2 hereof.

Subsidiary Debt. The Company will not at Permit any time permit any Subsidiary to, of its Subsidiaries to create, incur, assume, guaranty, permit assume or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt, other than: (ai) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Indebtedness of a Subsidiary Debt owed to the Company Borrower or to a Wholly-Owned Subsidiary; (c) Guaranties by a wholly owned Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement;Borrower, (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty Debt (including Capital Leases) incurred after the Effective Date to finance the purchase price of any Major Credit Facility so long as real property, fixtures or equipment acquired by such Subsidiary has executed from a Person other than the Borrower or any other Subsidiary of the Borrower, provided that such real property, fixtures or equipment shall be purchased on an arm's-length basis and delivered at a Guaranty Agreement and fair market value as reasonably determined at the Company has complied time of such acquisition by the authorized officers or the Board of Directors of the Borrower, as the case may be, in a manner consistent with the provisions Borrower's standard procedures, and extensions, refinancings and renewals of Section 9.8 such Debt, provided further that the aggregate principal amount of Debt (including Capital Leases) incurred by all Subsidiaries pursuant to this clause (ii) or clause (iii) below shall not exceed (A) $150,000,000 during the Borrower's 2003 fiscal year and Section 9.9;(B) in any fiscal year of the Borrower thereafter, 15% of Consolidated EBITDA for the Borrower's immediately preceding fiscal year, (eiii) Indebtedness of a secured Debt assumed after the Effective Date by such Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; the acquisition of real property, fixtures or equipment which Debt (fx) Indebtedness of a Subsidiary is secured only by such property and (y) is outstanding at the time of the acquisition of such property and not incurred to finance the acquisition thereof, and extensions, refinancings and renewals of such Debt, provided that the aggregate principal amount of Debt (including Capital Leases) incurred by all Subsidiaries pursuant to this clause (iii) or clause (ii) above shall not exceed (A) $150,000,000 during the Borrower's 2003 fiscal year and (B) in any fiscal year of the Borrower thereafter, 15% of Consolidated EBITDA for the Borrower's immediately preceding fiscal year, (iv) Debt of a Person that is acquired by such Subsidiary becomes or the Borrower, which Person will be, upon such acquisition, a Subsidiary of the Borrower and which Debt (x) is secured, if at all, only by the assets of such Person and (y) is outstanding at the time of the acquisition of such Person and not incurred to finance the acquisition thereof, provided that the Borrower shall be in compliance on a pro forma basis after giving effect to such acquisition with the covenants contained in Sections 5.02(e),(f), (ig) and (n) recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Indebtedness shall acquisition (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such compliance, (v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) Debt existing on the Effective Date (all Debt of the Subsidiaries of the Borrower for borrowed money in a principal amount of $5,000,000 or greater existing on the Effective Date is described on Schedule III), (vii) any extension, refinancing, or renewal of any of the Debt specified in subclause (iv) and subclause (vi) of this subsection (d) not have been incurred resulting in contemplation an increase in the principal amount of such Debt so extended, refinanced, or renewed, (viii) Debt of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by the foregoing clauses of this Agreement; Section 5.02(d), provided that the aggregate principal amount of such Debt of all Subsidiaries at any one time outstanding does not exceed $75,000,000, (ix) Debt incurred pursuant to the Loan Documents, and (gx) additional Indebtedness of Debt incurred by the Receivables Subsidiary in a Subsidiary; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net WorthPermitted Receivables Financing.

Subsidiary Debt. The Company will Permit any of its Wholly-Owned Subsidiaries that are not at any time permit any Subsidiary to, create, incur, assume, guaranty, permit Guarantors to create or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt, other than: (ai) Indebtedness Debt in connection with Qualified Receivables Transactions and Third-Party Vendor Financing Programs; (ii) Debt existing on the Restatement Date; (iii) Debt owed to the Company or to any Subsidiary of the Company; (iv) Debt (including, without limitation, capital leases) incurred solely for the purpose of financing the acquisition, construction or improvement of any real property, business, equipment or fixed or capital asset acquired or held by the Company or any Subsidiary, in each case incurred within 180 days of any such acquisition, construction or improvement; (v) Debt secured by Liens permitted under Section 5.02(a)(v) and Debt existing at the time any Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; (vi) Debt incurred by Foreign Subsidiaries for working capital purposes or otherwise in the ordinary course of business (but excluding, in any event, any public capital markets Debt); (vii) Debt in respect of acceptances, letters of credit or similar extensions of credit that (A) do not support obligations for borrowed money prohibited hereby NYDOCS02/1129523.1 and (B) are not drawn upon (or, if drawn upon, are reimbursed within five Business Days following payment thereof); (viii) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vi) above, does not exceed (without duplication) at the time such Debt is incurred an aggregate principal amount of $750,000,000 outstanding; (ix) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of incurrence; (xi) Debt under direct or indirect guarantees 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 another Wholly-Owned Subsidiary outstanding on of the date of Company not prohibited by this Agreement described on Schedule 5.15 Section 5.02(c); (xii) Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Debt existing or permitted to be incurred under clauses (ii), (iv) and any (v) above or Debt incurred by a Finance SPE, provided that such extension, renewal renewal, refinancing or refunding thereof if replacement shall have occurred without (A) increase in the principal amount thereof is not increased other than to finance fees and expenses incurred in connection with such extension, renewal renewal, refinancing or refundingreplacement, or (B) unless the Debt extending, renewing, refinancing or replacing secured Debt is unsecured, any change in any direct or contingent obligor thereunder; (bxiii) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted Debt under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this AgreementNotes; and (gxiv) additional Indebtedness of a Subsidiary; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application Debt of the proceeds thereof, type permitted to be secured under Section 5.02(a)(ix) (i) no Default whether or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthnot secured by Liens).

Subsidiary Debt. The Company will not at Permit its Subsidiaries, other than (1) the Borrower and (2) any time permit any Finance Subsidiary to(subject to the last sentence of this subsection (g)), collectively to create, incur, assume, guaranty, permit assume or suffer to exist or otherwise become or remain directly or indirectly liable with respect any Adjusted Debt in excess of $300,000,000 in aggregate principal amount at any one time outstanding; provided, however, that the foregoing restriction shall not apply to any Indebtedness other than: (ai) Indebtedness Adjusted Debt of a Subsidiary outstanding on (including any Person that will be or become a Subsidiary) of the date Parent (including any refinancings, amendments or extensions of this Agreement described on Schedule 5.15 and any extensionsuch Adjusted Debt that do not increase, renewal or refunding thereof if provide for the increase of, the aggregate principal amount thereof of such Adjusted Debt) that is not increased 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 extensionSubsidiary's unit investment trust business, renewal or refunding; (biv) Indebtedness of a Subsidiary owed Permitted Unit Investment Trust Debt to the Company extent that any such Debt (A) is not outstanding for longer than 5 consecutive Business Days, and (B) so long as such Debt is outstanding, it is supported by 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 a Wholly-Owned Subsidiary; 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(g), and (cv) Guaranties guarantee by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted any Debt qualifying under the terms of this Agreement; (d) Indebtedness evidenced by clauses (i) any Guaranty Agreement through (as iv) of this Section 5.02(g). For the same may be supplemented from time to time by any Guaranty Supplementavoidance of doubt, “Adjusted Debt” shall exclude (x) or (ii) any Guaranty Debt of any Major Credit Facility Subsidiary owing to 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 Subsidiary has executed and delivered Non-Loan Party Xxxxx remains a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; and (g) additional Indebtedness of 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 on the date the Subsidiary incurs or otherwise becomes liable 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 any the Obligations and the Debt of each Non-Loan Party Xxxxx, such additional Indebtedness intercreditor agreement to be in form and immediately after giving effect thereto and substance reasonably satisfactory to the application Administrative Agent. So long as doing so would not result in a 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 51729297_11 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 the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthits Subsidiaries).

Subsidiary Debt. The Company will not at Permit any time permit any Subsidiary to, of its Subsidiaries to create, incur, assume, guaranty, permit assume or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt, other than: (ai) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Indebtedness of a Subsidiary Debt owed to the Company Borrower or to a Wholly-Owned Subsidiary; (c) Guaranties by a wholly owned Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement;Borrower, (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty Debt (including Capital Leases) incurred after the Amendment and Restatement Effective Date to finance the purchase price of any Major Credit Facility so long as real property, fixtures or equipment acquired by such Subsidiary has executed from a Person other than the Borrower or any other Subsidiary of the Borrower, provided that such real property, fixtures or equipment shall be purchased on an arm's-length basis and delivered at a Guaranty Agreement and fair market value as reasonably determined at the Company has complied time of such acquisition by the authorized officers or the Board of Directors of the Borrower, as the case may be, in a manner consistent with the provisions Borrower's standard procedures, and extensions, refinancings and renewals of Section 9.8 and Section 9.9;such Debt, provided further that the aggregate principal amount of Debt (including Capital Leases) incurred by all Subsidiaries pursuant to this clause (ii) or clause (iii) below shall not exceed $150,000,000 at any one time outstanding, (eiii) Indebtedness of a secured Debt assumed after the Amendment and Restatement Effective Date by such Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; the acquisition of real property, fixtures or equipment which Debt (fx) Indebtedness of a Subsidiary is secured only by such property and (y) is outstanding at the time of the acquisition of such Subsidiary becomes property and not incurred to finance the acquisition thereof, and extensions, refinancings and renewals of such Debt, provided that the aggregate principal amount of Debt (including Capital Leases), incurred by all Subsidiaries pursuant to this clause (iii) or clause (ii) above shall not exceed $150,000,000 at any one time outstanding, (iv) Debt of a Person that is acquired by such Subsidiary, which Person will be, upon such acquisition, a Subsidiary of the Borrower and which Debt (x) is secured, if at all, only by the assets of such Person and (y) is outstanding at the time of the acquisition of such Person and not incurred to finance the acquisition thereof, provided that the Borrower shall be in compliance on a pro forma basis after giving effect to such acquisition with the covenants contained in Sections 5.02(e),(f) and (ig) recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Indebtedness acquisition (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such compliance (provided that any such acquisition that occurs prior to the first testing period under such Sections shall be deemed to have occurred after such first testing period), (v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) Debt existing on the Amendment and Restatement Effective Date (all Debt of the Subsidiaries of the Borrower for borrowed money in a principal amount of $5,000,000 or greater existing on the Amendment and Restatement Effective Date is described on Schedule III), (vii) any extension, refinancing, or renewal of any of the Debt specified in subclause (iv) and subclause (vi) of this subsection (d) not have been incurred resulting in contemplation an increase in the principal amount of such Debt so extended, refinanced, or renewed and (viii) Debt of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by the foregoing clauses of this Agreement; Section 5.02(d), provided that the aggregate principal amount of such Debt of all Subsidiaries at any one time outstanding does not exceed $10,000,000, (ix) Debt incurred pursuant to the Loan Documents, and (gx) additional Indebtedness of Debt incurred by the Receivables Subsidiary in a Subsidiary; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net WorthPermitted Receivables Financing.

Subsidiary Debt. The Company will not at any time permit any Subsidiary to, create, incur, assume, guaranty, permit of its Subsidiaries to create or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt other than: (a) Indebtedness Debt owed to the Company or any other Subsidiary of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refundingCompany; (b) Indebtedness of a Subsidiary owed to Debt existing on the Company or a Wholly-Owned Subsidiarydate hereof and disclosed on Schedule 10.9 hereof; (c) Guaranties by a Subsidiary purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreementcapital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty Debt of any Major Credit Facility Subsidiary Guarantor (so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions requirements of Section 9.8 and Section 9.9shall have been met); (e) Indebtedness endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company or Debt of any Person that is assumed by a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness an acquisition of a Subsidiary outstanding at the time assets by such Subsidiary becomes a Subsidiary in an acquisition permitted hereunder, provided that (i) such Indebtedness Debt shall not have been incurred in contemplation of such Subsidiary merger, consolidation or acquisition or such Person becoming a Subsidiary of the Company; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (iih) immediately after Debt under bid bonds, 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 Subsidiary becomes a Subsidiary no Default Subsidiaries in the ordinary course of business, including guarantees or Event obligations with respect to letters of Default shall existcredit supporting such bid bonds, performance bonds, surety bonds and providedsimilar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, furtheradjustment 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 Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section 10.9 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 Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this AgreementDebt); and (gk) additional Indebtedness of a Subsidiary; Debt, provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application sum (without duplication) of the proceeds thereof, (i) no Default or Event the aggregate outstanding principal amount of Default shall exist; Debt pursuant to this clause (k) plus (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total aggregate outstanding principal amount of all Indebtedness permitted under this Debt secured by Liens pursuant to Section 10.10(g10.3(f) shall not at no any time exceeds an amount equal to 20exceed 15% of Consolidated Net WorthWorth (determined as of the end of the then most recently ended fiscal quarter of the Company for which financial statements have been provided pursuant to Section 7.1(a) or Section 7.1(b)). Prior to the Closing, if the Company fails to comply with any provision of Section 10 before or after giving effect to the issuance of the Notes on a pro forma basis, and if such a failure is continuing at the time of the Closing, then any of the Purchasers may elect not to purchase its Notes on the date of Closing that is specified in Section 3.

Subsidiary Debt. The Company will not at Permit any time permit of its Subsidiaries to create or suffer to exist, any Subsidiary to, create, incur, assume, guaranty, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt other than: (ai) Indebtedness of a Subsidiary outstanding Debt existing on the date of this Agreement Effective Date and described on Schedule 5.15 5.02(d) hereto (the “Existing Debt”), and any extensionDebt extending the maturity of, renewal or refunding thereof if 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 is outstanding immediately prior to such extension, refunding or refinancing plus any capitalized fees incurred in connection therewith, and the direct and contingent obligors therefor shall not increased be changed (other than to release any contingent obligor), as a result of or in connection with such extension, renewal refunding or refunding;refinancing, (bii) Indebtedness accrued expenses and trade payables incurred in the ordinary course of 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 on which such Debt is originally incurred to finance the purchase of goods by such Subsidiary, (iii) obligations under letters of credit or surety bonds incurred in the ordinary course of business in support of obligations incurred in connection with leases, worker’s compensation, unemployment insurance and other social security legislation, (iv) Debt owed to the Company Guarantor or to a Wholly-Owned Subsidiary;wholly owned Subsidiary of the Guarantor, (cv) Guaranties by a Subsidiary Debt of Indebtedness the Borrowers, (vi) other Debt of another Subsidiary that is otherwise permitted Subsidiaries of the Guarantor which are not organized under the terms laws of this Agreement;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, (dvii) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness Debt of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding 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 (i) such Indebtedness shall Debt was not have been incurred created in contemplation of such merger, consolidation or acquisition, provided further that the aggregate principal amount of the Debt referred to in this clause (vii) shall not exceed $50,000,000 at any time outstanding, 41 Omnicom: Amended and Restated Five Year Credit Agreement (viii) (x) Debt consisting of any guaranty made by any Subsidiary becoming of the Guarantor in respect of Debt of any Loan Party, provided that such Subsidiary shall have entered into a Subsidiary guaranty of the Debt of the Guarantor under this Agreement in form and substance reasonably satisfactory to the Required Lenders and (iiy) immediately after such Subsidiary becomes a Subsidiary no Default or Event Debt constituting guaranties of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by the Debt of the Guarantor under this Agreement; , and (gix) additional Indebtedness indorsement of a Subsidiary; provided that on negotiable instruments for deposit or collection or similar transactions in the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application ordinary course of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthbusiness.

Subsidiary Debt. The Company will not at Permit any time permit any Subsidiary to, of its Subsidiaries to create, incur, assume, guaranty, permit assume or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt, other than: (ai) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Indebtedness of a Subsidiary Debt owed to the Company Borrower or to a Wholly-Owned Subsidiary; (c) Guaranties by a wholly owned Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement;Borrower, (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty Debt (including Capital Leases) incurred after the Effective Date to finance the purchase price of any Major Credit Facility so long as real property, fixtures or equipment acquired by such Subsidiary has executed from a Person other than the Borrower or any other Subsidiary of the Borrower, provided that (A) such real property, fixtures or equipment shall be purchased on an arm’s-length basis and delivered at a Guaranty Agreement and fair market value as reasonably determined at the Company has complied time of such acquisition by the authorized officers or the Board of Directors of the Borrower, as the case may be, in a manner consistent with the provisions Borrower’s standard procedures, and extensions, refinancings and renewals of Section 9.8 such Debt, and Section 9.9;(B) such Debt shall be incurred within 180 days after the acquisition of the assets so financed, (eiii) Indebtedness of a secured Debt assumed after the Effective Date by such Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; the acquisition of real property, fixtures or equipment which Debt (fx) Indebtedness of a Subsidiary is secured only by such property and (y) is outstanding at the time of the acquisition of such property and not incurred to finance the acquisition thereof, and extensions, refinancings and renewals of such Debt, (iv) Debt of a Person that is acquired by such Subsidiary becomes or the Borrower, which Person will be, upon such acquisition, a Subsidiary of the Borrower and which Debt (x) is secured, if at all, only by the assets of such Person and (y) is outstanding at the time of the acquisition of such Person and not incurred to finance the acquisition thereof, provided that the Borrower shall be in compliance on a pro forma basis after giving effect to such acquisition with the covenants contained in Sections 5.02(e) and (if), recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such Indebtedness shall compliance, (v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) Debt existing on the Effective Date (all Debt of the Subsidiaries of the Borrower for borrowed money in a principal amount of $5,000,000 or greater existing on the Effective Date is described on Schedule III), (vii) any extension, refinancing, or renewal of any of the Debt specified in subclause (iv) and subclause (vi) of this subsection (d) not have been resulting in an increase in the principal amount of such Debt so extended, refinanced, or renewed, (viii) Debt incurred pursuant to the Loan Documents, (ix) Debt incurred by the Receivables Subsidiary in contemplation a Permitted Receivables Financing, and (x) Debt of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by the foregoing clauses of this Agreement; and (g) additional Indebtedness of a Subsidiary; Section 5.02(d), provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total aggregate principal amount of such Debt of all Indebtedness permitted under this Section 10.10(g) Subsidiaries at no any one time exceeds an amount equal to 20% of Consolidated Net Worthoutstanding does not exceed $100,000,000.

Subsidiary Debt. The Company will not at Permit any time permit any Subsidiary to, create, incur, assume, guaranty, permit of its Subsidiaries to create or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt other than: (ai) Indebtedness Debt owed to the Borrower or to a Subsidiary of the Borrower, (ii) [reserved], (iii) Debt secured by Liens permitted by Section 5.02(a)(ii) or (xiv), (iv) other Debt of the Borrower’s Subsidiaries; provided that the aggregate outstanding principal amount of Debt permitted in reliance on this clause (iv), together with the aggregate principal outstanding amount of obligations secured by Liens permitted under Section 5.02(a)(v), does not exceed the greater of (x) 15% of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to the date such Debt was incurred for which financial statements of the Borrower are available and (y) $500,000,000 at any 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) Debt of a Person that becomes a Subsidiary outstanding on after the date of this Agreement described on Schedule 5.15 Agreement; provided that such Debt exists at the time such Person becomes a Subsidiary and any extension, renewal or refunding thereof if the principal amount thereof is not increased created in contemplation of or in connection with such extension, renewal or refunding;Person becoming a Subsidiary, (bix) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary Debt arising in connection with customary cash management services and from the honoring by a Permitted Receivables Securitization program permitted pursuant to Section 10.11;bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; provided that such Debt is extinguished within five Business Days after its incurrence, (fx) Indebtedness Debt with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of a Subsidiary outstanding at business or with respect to agreements providing for indemnification or adjustment of purchase price, (xi) 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 the time greater of (x) 5.0% of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to the date such Subsidiary becomes a Subsidiary provided that (i) such Indebtedness shall not have been Debt was incurred in contemplation for which financial statements of such Subsidiary becoming a Subsidiary the Borrower are available and (iiy) immediately after such Subsidiary becomes a Subsidiary no Default $100,000,000 at any time outstanding, (xii) any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or Event similar facilities entered into in the ordinary course of Default shall existbusiness (including in respect of workers compensation claims, and providedhealth, furtherdisability or other employee benefits or property, that such Indebtedness may casualty or liability insurance or self-insurance or other obligations with respect to reimbursement type obligations regarding workers compensation claims), but not be extendedin respect of Debt, renewed or refunded except as otherwise permitted by this Agreement; and (gxiii) additional Indebtedness Debt in respect of a Subsidiary; provided that on netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements incurred in the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application ordinary course of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthbusiness.

Subsidiary Debt. The Company will not at any time permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantyguarantee, permit to exist have outstanding, or otherwise become or remain directly or indirectly liable with respect to to, any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on First Closing Date and disclosed in Schedule 5.15 5.14 and any extension, renewal or refunding thereof if thereof, provided that the principal amount of the commitment in respect of such Indebtedness in effect immediately before giving effect to such extension, renewal or refunding is not increased, the maturity thereof is not increased in connection with reduced and no Default or Event of Default exists at the time of such extension, renewal or refunding; (b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary Subsidiary, provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and Subsidiary, (ii) immediately after such Subsidiary Person becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, (iii) such Indebtedness shall cease to be permitted under this clause (c) to the extent that such Indebtedness remains Indebtedness of a Subsidiary on the 365th day after such Person became a Subsidiary, and such Indebtedness may not be extended, renewed or refunded except as otherwise if immediately after such extension, renewal or refunding no Default or Event of Default would exist but shall cease to be permitted by under this Agreementclause (c) on the 365th day after such Person becomes a Subsidiary; and (gd) additional Indebtedness of a Subsidiary; Subsidiary in addition to that otherwise permitted by the foregoing provisions of this Section 10.7, provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application concurrent retirement of the proceeds thereof, (i) any other Indebtedness, no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthexists.

Subsidiary Debt. The Company will Permit any of its Wholly-Owned Subsidiaries that are not at any time permit any Subsidiary to, create, incur, assume, guaranty, permit Guarantors to create or suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt, other than: (ai) Indebtedness Debt in connection with Qualified Receivables Transactions and Third-Party Vendor Financing Programs; (ii) Debt existing on the Effective Date; (iii) Debt owed to the Company or to any Subsidiary of the Company; (iv) Debt (including, without limitation, capital leases) incurred solely for the purpose of financing the acquisition, construction or improvement of any real NYDOCS01/1357750.4 property, business, equipment or fixed or capital asset acquired or held by the Company or any Subsidiary, in each case incurred within 180 days of any such acquisition, construction or improvement; (v) Debt secured by Liens permitted under Section 5.02(a)(v) and Debt existing at the time any Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; (vi) Debt incurred by Foreign Subsidiaries for working capital purposes or otherwise in the ordinary course of business (but excluding, in any event, any public capital markets Debt); (vii) Debt in respect of acceptances, letters of credit or similar extensions of credit that (A) do not support obligations for borrowed money prohibited hereby and (B) are not drawn upon (or, if drawn upon, are reimbursed within five Business Days following payment thereof); (viii) other Debt which, together with Debt secured by Liens permitted under Section 5.02(a)(vi) above, does not exceed (without duplication) at the time such Debt is incurred an aggregate principal amount of $750,000,000 outstanding; (ix) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of incurrence; (xi) Debt under direct or indirect guarantees 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 another Wholly-Owned Subsidiary outstanding on of the date of Company not prohibited by this Agreement described on Schedule 5.15 Section 5.02(c); (xii) Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Debt existing or permitted to be incurred under clauses (ii), (iv) and any (v) above or Debt incurred by a Finance SPE, provided that such extension, renewal renewal, refinancing or refunding thereof if replacement shall have occurred without (A) increase in the principal amount thereof is not increased other than to finance fees and expenses incurred in connection with such extension, renewal renewal, refinancing or refundingreplacement, or (B) unless the Debt extending, renewing, refinancing or replacing secured Debt is unsecured, any change in any direct or contingent obligor thereunder; (bxiii) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted Debt under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this AgreementNotes; and (gxiv) additional Indebtedness of a Subsidiary; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application Debt of the proceeds thereof, type permitted to be secured under Section 5.02(a)(ix) (i) no Default whether or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worth.not secured by Liens). NYDOCS01/1357750.4

Subsidiary Debt. The Company will not at Permit any time permit of its Subsidiaries to create or suffer to exist, any Subsidiary to, create, incur, assume, guaranty, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness Debt other than: (ai) Indebtedness Debt owed to the Company or to a wholly owned Subsidiary of a Subsidiary outstanding the Company, (ii) Debt existing on the date of this Agreement Effective Date and described on Schedule 5.15 5.02(c) hereto (the “Existing Debt”), and any extensionDebt extending the maturity of, renewal or refunding thereof if 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 is outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not increased be changed, as a result of or in connection with such extension, renewal refunding or refunding;refinancing, (biii) Indebtedness unsecured Debt and Invested Amounts aggregating not more than $250,000,000 at any one time outstanding incurred by a special purpose financing Subsidiary of a Subsidiary owed the Company, (iv) other Debt (whether secured or unsecured) to the Company or a Wholly-Owned Subsidiary;extent such Debt would be permitted to be secured under Section 5.02(a)(v)(A), (cv) Guaranties by Debt incurred hereunder, (vi) Debt (“Acquired Debt”) of any Person that becomes a Subsidiary of Indebtedness of another Subsidiary the Company after the date hereof that is otherwise permitted under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding existing at the time such Subsidiary Person becomes a Subsidiary provided that of the Company (i) such Indebtedness shall not have been other than Debt incurred in contemplation of such Subsidiary Person becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall existthe Company), and providedany Debt extending the maturity of, furtheror refunding or refinancing, in whole or in part, such Acquired Debt, provided that the terms of any such Indebtedness may 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 extendedincreased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, renewed refunding or refunded except refinancing, and the direct and contingent obligors therefor shall not be changed, as otherwise permitted by this Agreement; a result of or in connection with such extension, refunding or refinancing, and (gvii) additional Indebtedness endorsement of a Subsidiary; provided that on negotiable instruments for deposit or collection or similar transactions in the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application ordinary course of the proceeds thereof, (i) no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthbusiness.

Subsidiary Debt. The Company will not at any time permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantyguarantee, permit to exist have outstanding, or otherwise become or remain directly or indirectly liable with respect to to, any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on First Closing Date and disclosed in Schedule 5.15 and any extension, renewal or refunding thereof if thereof, provided that the principal amount of the commitment in respect of such Indebtedness in effect immediately before giving effect to such extension, renewal or refunding is not increased, the maturity thereof is not increased in connection with reduced and no Default or Event of Default exists at the time of such extension, renewal or refunding; (b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement; (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9; (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11; (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary Subsidiary, provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and Subsidiary, (ii) immediately after such Subsidiary Person becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, (iii) such Indebtedness shall cease to be permitted under this clause (c) to the extent that such Indebtedness remains Indebtedness of a Subsidiary on the 365th day after such Person became a Subsidiary, and such Indebtedness may not be extended, renewed or refunded except as otherwise if immediately after such extension, renewal or refunding no Default or Event of Default would exist but shall cease to be permitted by under this Agreementclause (c) on the 365th day after such Person becomes a Subsidiary; and (gd) additional Indebtedness of a Subsidiary; Subsidiary in addition to that otherwise permitted by the foregoing provisions of this Section 10.7, provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application concurrent retirement of the proceeds thereof, (i) any other Indebtedness, no Default or Event of Default shall exist; (ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and (iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worthexists.