Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Borrower will not permit any Domestic Subsidiary that is not an Obligor to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount described in Schedule 7.01 (orand any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), in and Indebtedness the case proceeds of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any which are used solely to refinance such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock referred to the extent owing to or held in, and secured by the Borrower or another SubsidiaryLiens permitted under, Section 7.02(e); (d) Indebtedness of any Subsidiary incurred referred to finance the acquisition, construction or improvement of any fixed or capital assetsin, and extensionssecured by Liens permitted under, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(eSections 7.02(c) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth7.02(d); (e) Capital Lease Obligations Indebtedness in an respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate principal amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, when combined with provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that in reliance on this clause (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined together with the aggregate principal amount of all any such Indebtedness to be created, incurred pursuant to Section 7.01(dor assumed in reliance on this clause (i)) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall does not exceed 15the greater of (i) $250,000,000 and (ii) 5.0% of Consolidated Tangible Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock Worth as of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Effective Date or as of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstandingdate such Indebtedness is created, not to exceed 15% of Consolidated Net Worthincurred or assumed, as applicable.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the ObligationsLoans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e6.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f6.01(f) and then outstanding, shall not exceed 15at the time of incurrence the greater of (x) $170,000,000 and (y) 5% of Consolidated Net WorthTotal Assets; (e) Capital Lease Obligations in an aggregate principal amount at any time outstandingamount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and Section 7.01(f6.01(f) and then outstanding, not to exceed 15at the time of incurrence the greater of (x) $170,000,000 and (y) 5% of Consolidated Net WorthTotal Assets; (f) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, (ii) immediately before and after such Person person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e6.01(e) and then outstanding, shall not exceed 15at the time of incurrence the greater of (x) $170,000,000 and (y) 5% of Consolidated Net WorthTotal Assets; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactionssale-leaseback transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 6.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l6.02(j) and then outstanding, not to exceed 15at the time of incurrence the greater of (x) $170,000,000 and (y) 5% of Consolidated Net WorthTotal Assets.

Subsidiary Indebtedness. With respect The Credit Parties will not permit any of the Restricted Subsidiaries (other than the Credit Parties (except as set forth in Section 6.3(c)(ii)) and the Pro Rata Additional Borrowers) to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the Effective Closing Date under industrial development bonds and having Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $325,000,000 and (or, in the case of preferred stock, an aggregate liquidation preferenceB) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Refinancing Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonincurred under clause (A) above; (b) Indebtedness created of any Restricted Subsidiary owing to a Credit Party or existing hereunderany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, any Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Indebtedness that do Hedging Agreements and/or Cash Management Agreements are not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthentered into for speculative purposes; (e) Capital Lease Guaranty Obligations of any Restricted Subsidiary in an aggregate principal amount at respect of Indebtedness of the Parent or any time outstanding, when combined with other Restricted Subsidiary to the aggregate principal amount of all extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth6.3; (f) Indebtedness obligations of any Person that becomes a Restricted Subsidiary after the Effective Date; provided that in connection with (i) any Permitted Securitization Transaction, to the extent such obligations constitute 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness in respect thereof incurred under this subsection(f)(ii) does not exceed $250,000,000 at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness owed to any Person (including obligations in respect to of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation claimscompensation, social security, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; and (hl) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) created under this Agreement or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthother Credit Document.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the ObligationsLoans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder(i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e6.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding6.01(f), shall not exceed 15% of Consolidated Net Worth$100,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount at any time outstandingamount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and Section 7.01(f) and then outstanding6.01(f), not to exceed 15% in excess of Consolidated Net Worth$100,000,000 at any time outstanding; (f) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, (ii) immediately before and after such Person person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding6.01(e), shall not exceed 15% of Consolidated Net Worth$100,000,000 at any time outstanding; (g) Indebtedness under performance bonds or with respect to workers’ ' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 6.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding6.02(j), not to exceed 15% of Consolidated Net Worth$100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on under the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonLoan Documents; (b) intercompany Indebtedness created among the Borrower and its Subsidiaries or existing hereunderamong Subsidiaries; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after to the Effective Date; provided that (i) extent such Indebtedness exists is existing at the time such Person becomes a Subsidiary member of the Consolidated Group and, any refinancings, replacements or extensions thereof so long as the amount of such Indebtedness, plus any accrued and unpaid interest, plus any reasonable penalty, premium or defeasance costs and reasonable fees and expenses incurred in connection with such refinancings, replacements or extensions, is not increased at the time of such refinancing, replacement or extension, provided such (i) Indebtedness is not created in contemplation of or in connection with such Person becoming a Subsidiary, thereof and (ii) immediately before and after the scope of obligors liable for such Person becomes a Indebtedness is not increased; provided that this subclause (ii) shall not exclude the Rockwood Notes so long as the Borrower is in compliance with Section 7.12; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, no Event or changes in the value of Default securities issued by such Person, and not for purposes of speculation or Default taking a “market view;” and (e) other Indebtedness, provided that the aggregate outstanding principal amount of such Indebtedness shall have occurred and be continuing and not exceed the difference between (iiii) 20% of Consolidated Net Worth minus (ii) the aggregate outstanding principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to permitted by Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth8.01(q).

Subsidiary Indebtedness. With respect to the SubsidiariesSubsidiaries (other than any Subsidiary that is a Loan Party), incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Third Amendment and Restatement Effective Date and having an aggregate a principal amount (or, in the case of preferred stock, an aggregate a liquidation preference) of ), in each case less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower Company or another Subsidiary; (d) Indebtedness of any Subsidiary (other any Subsidiary that is a Loan Party) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Third Amendment and Restatement Effective DateDate (other than any such Subsidiary that is a Loan Party); provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and; (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries (other any Subsidiary that is a Loan Party) to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower Company and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15the greater of (x) $1,250,000,000 and (y) 20% of Consolidated Net Worth; (i) Indebtedness in respect of netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, overdraft or any similar services, in each case in the ordinary course of business; (j) Indebtedness in the form of purchase price adjustments and earn-outs incurred in connection with any acquisition or joint venture investment not prohibited hereunder; and (k) Indebtedness owing to any insurance company in connection with the financing of insurance premiums permitted by such insurance company in the ordinary course of business.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary of the Borrower that is not a Loan Party to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof Subsidiary owed to the extent Borrower or a Subsidiary of the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonBorrower; (b) Indebtedness created or existing hereunderoutstanding on the date hereof and listed on Schedule 7.02; (c) intercompany Guarantees in respect of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryotherwise permitted hereunder; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the Effective Date; provided that (i) such date hereof, which Indebtedness exists is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (e) other Indebtedness of such Subsidiaries, provided that the aggregate principal amount outstanding of such Indebtedness shall not exceed (i) (x) so long as there are any loans outstanding under the Bridge Loan Agreement and (y) prior to the time the Borrower is Investment Grade, $50,000,000 in an aggregate principal amount outstanding, provided that the amount of Indebtedness incurred in accordance with this clause (e) plus the amount of Investments made in accordance with Section 7.03(c)(iv)(A) shall not exceed $150,000,000 and (ii) so long as (x) there are no loans outstanding under the Bridge Loan Agreement and (y) the Borrower is Investment Grade, $250,000,000 in an aggregate principal amount outstanding, provided that the amount of Indebtedness incurred in accordance with this clause (e) plus the amount of Investments made in accordance with Section 7.03(c)(iv)(B) shall not exceed $500,000,000, provided that if, the amount of Investments permitted in accordance with Section 7.03(c)(iv)(B) shall be increased to $1,000,000,000, the amount of Indebtedness incurred in accordance with this clause (e) plus the amount of Investments made in accordance with Section 7.03(c)(iv)(B) shall not exceed $1,000,000,000; (f) Indebtedness representing the purchase price of assets acquired in the ordinary course of business or Indebtedness incurred solely for the purpose of acquiring such assets; and (g) any refinancings, refundings, renewals or extensions of any Indebtedness referred to clauses (a) through (f) above; provided that the amount of such Indebtedness is not created increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in contemplation connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, the direct or any contingent obligor with respect thereto is not changed and the maturity thereof is not shortened to occur prior to the Maturity Date, as a result of or in connection with such Person becoming a Subsidiaryrefinancing, (ii) immediately before and after such Person becomes a Subsidiaryrefunding, no Event of Default renewal or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthextension.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (orset forth in Schedule 6.04 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created issued to the Borrower or existing hereunderany other Subsidiary; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthimprovement; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (fd) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, ; (iie) immediately before and after such Person becomes a Subsidiary, no Event Indebtedness as an account party in respect of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount trade letters of Indebtedness at any time outstanding permitted by this clause credit; (f) Indebtedness arising in connection with any Permitted Receivables Program (to the extent the sale by the applicable Subsidiary of its accounts receivable is deemed to be Indebtedness of such Subsidiary), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) performance, advance payment, warranty and bid guarantees and other similar guarantees of payment (other than in respect of Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)amount, when combined (without duplication) aggregated with the amount of obligations of the Borrower and its Subsidiaries all Indebtedness secured by Liens pursuant to permitted by Section 7.02(l) and then outstanding6.01(m), not to exceed exceeding the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net WorthTangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 3.05 or 5.04(a) or (b), as the case may be.

Subsidiary Indebtedness. With respect The Lessee will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof owed to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated Lessee or to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dii) Indebtedness of any Subsidiary incurred to finance existing on the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofdate hereof; provided that (i) to the extent any item of such Indebtedness is incurred prior to or within 180 days after such acquisition exceeds $5,000,000, or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all such Indebtedness incurred pursuant to Section 7.01(f) and then outstandingexceeds $25,000,000, such Indebtedness shall not exceed 15% of Consolidated Net Worthbe identified in Schedule 9.5(a); (eiii) Capital Indebtedness secured by Permitted Liens; (iv) Capitalized Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth$100,000,000; (fv) Indebtedness of any outstanding when a Person that becomes a Subsidiary after the Effective Date; or is merged or consolidated with another Subsidiary, provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gvi) Indebtedness under performance bonds or with in respect of letters of credit issued to workers’ compensation claims, in each case incurred support the purchase of goods by the applicable Subsidiary in the ordinary course of business; (vii) Indebtedness in respect of commercial letters of credit issued to support liabilities of a Subsidiary relating to worker's compensation, judgments pending appeal (and as to which there is no Event of Default under any Operative Agreement), construction or similar liabilities in the ordinary course of business; (viii) Suretyship Liabilities constituting guarantees of the Lessee's unsecured Indebtedness, provided such Indebtedness is not senior to the obligations of the Lessee under the Corporate Loan Documents and such guarantees contain language in substantially the form attached as Exhibit E hereto; and Suretyship Liabilities constituting guarantees of the Lessee's Synthetic Lease Facilities, PARTICIPATION AGREEMENT provided such guarantees contain language in substantially the form attached as Exhibit E hereto; and (hix) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or9.5(a) so long as the sum, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication, of (x) with the amount of obligations of the Borrower all such Indebtedness and its Subsidiaries (y) all Indebtedness secured by Liens pursuant to permitted solely by Section 7.02(l9.5(b)(vi) and then outstanding, does not to exceed 155.0% of Consolidated Tangible Net WorthAssets.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, date hereof or incurred in connection with the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonRARE Acquisition; (b) Indebtedness created of any Subsidiary to the Borrower or existing hereunderany Wholly-Owned Subsidiary; (c) intercompany any Indebtedness or preferred stock incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent owing to or held by the Borrower or another Subsidiaryamount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced, plus any interest, fees and premiums incurred in connection therewith; (d) Indebtedness consisting of any Subsidiary that certain $700,000,000 aggregate indebtedness of GMRI, Inc., a Florida corporation, to Xxxxxx Realty, Inc., a Maryland corporation, incurred to finance the acquisitionon January 28, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth1999; (e) Capital Lease Obligations in an aggregate principal amount at Guarantees by any time outstanding, when combined with Subsidiary of Indebtedness of the aggregate principal amount of all Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worthis permitted under this Agreement; (f) Indebtedness reimbursement obligations with respect to letters of any Person that becomes a Subsidiary after credit obtained in the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthbusiness; (g) Indebtedness under performance bonds or with in respect to workers’ compensation claims, in each case incurred in the ordinary course of businessCapital Leases; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of incurred after the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 Effective Date in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 1510% of Consolidated Tangible Net WorthWorth at the time such Indebtedness is incurred.

Subsidiary Indebtedness. With respect WestRock will not permit any of its Restricted Subsidiaries (other than any “Borrower” as defined in the Existing Credit Agreement or any “Guarantor” as defined in the Existing Credit Agreement) to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such industrial development bonds and Indebtedness remain the only obligors thereonof Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under clause (A) above; (b) Indebtedness created of any Restricted Subsidiary owing to WestRock or existing hereunderany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility and Indebtedness created under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness and obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of WestRock or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to finance the acquisition, construction or improvement this Section 6.3; (f) obligations of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction to the extent such obligations constitute Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness at any time outstanding permitted by in respect thereof incurred under this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(esubsection (f)(ii) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall does not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount $250,000,000 at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness owed to any Person (including obligations in respect to of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation claimscompensation, social security, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; (l) Indebtedness created under the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement); and (hm) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 any Restricted Subsidiary that is a Foreign Subsidiary in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth$600,000,000.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (orset forth in Schedule 6.02 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created to the Borrower or existing hereunderany other Subsidiary; (c) intercompany Guarantees of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another of any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, improvement or improvement repair of any fixed or capital assetsasset, including Capital Lease Obligations, mortgage financings, purchase money Indebtedness and any Indebtedness assumed in connection with the acquisition of any such asset or secured by a Lien on any such asset prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 360 days after such acquisition or the completion of such construction construction, improvement or improvement repair and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 in the aggregate at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations Indebtedness of any Subsidiary as an account party in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount respect of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% trade letters of Consolidated Net Worthcredit; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary in respect of performance, bid, surety or appeal bonds and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred completion guarantees provided in the ordinary course of businessbusiness and (ii) under Hedging Agreements entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; and (hg) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount not exceeding $75,000,000 at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Obligors will not permit any Subsidiary (other than the Company and any Non-Obligor Finance Subsidiary) to the Subsidiariescreate, assume, incur, createguarantee or otherwise become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcluding from the operation of this Section: (a) Indebtedness or preferred stock existing of any Subsidiary outstanding on the Effective Date date hereof as specified in Schedule 5.15 and having an aggregate principal amount (orany extension, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewal or replacement of any such Indebtedness, any extensions, renewals or replacements thereof to the extent provided that the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created secured by Liens of a Subsidiary permitted pursuant to Sections 10.3(k), (m), (n), (o) or existing hereunder(p) or, to the extent applicable to a Lien incurred pursuant to Section 10.3(k), Section 10.3(r); (c) intercompany Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal or preferred stock to refunding thereof, provided that the extent owing to or held by the Borrower or another Subsidiaryprincipal amount of such Indebtedness is not increased; (d) Indebtedness owing to either Obligor or to any Subsidiary other than any Non-Obligor Finance Subsidiary and any Project Subsidiary; (e) Indebtedness of any Subsidiary incurred Guarantor; (f) Limited Recourse Indebtedness; and (g) Indebtedness in addition to finance that described in clauses (a) through (f) above, provided that, upon the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion incurrence of such construction or improvement and Indebtedness, the sum (iiwithout duplication) of (1) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred Indebtedness of the Obligors and their Subsidiaries secured by Liens pursuant to Section 7.01(e10.3(s) and then outstanding and (2) the aggregate amount of all Indebtedness incurred by Subsidiaries pursuant to Section 7.01(f) and then outstandingthis clause (g), shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount Tangible Assets at such time. For purposes of this Section 10.4, any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred Subsidiary Guarantor that shall be released from its Subsidiary Guarantee pursuant to Section 7.01(d9.7(c) shall be deemed to have incurred all of its outstanding Indebtedness (other than Indebtedness that would otherwise be subject to an exclusion set forth in any of clauses (a) through (d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness above) on the date of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such release and such Indebtedness exists at shall be included in the time such Person becomes a Subsidiary and is not created calculation set forth in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthabove.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on created under the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonLoan Documents; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to on the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, Effective Date and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that thereof (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such extension, renewal or replacement and by an amount equal to any existing commitments unutilized thereunder) or result in an earlier maturity date or, in the case of Indebtedness other than revolving Indebtedness, decreased weighted average life thereof as long as: (i) such Indebtedness is incurred prior to in any individual case has an outstanding principal balance of $10,000,000 or within 180 days after such acquisition less or the completion of such construction or improvement and (ii) to the extent the Indebtedness exceeds the limit in the immediately preceding clause (i), such Indebtedness is described on Schedule 6.01 hereto or is otherwise permitted by this Section 6.01; (c) Indebtedness of any Subsidiary to the Borrower or of any Subsidiary to any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness or other obligations of any other Subsidiary permitted hereunder; (e) Indebtedness arising in connection with Hedge Agreements entered into not for speculative purposes and in the ordinary course of business; (f) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; and (g) Indebtedness for borrowed money, in addition to the Indebtedness otherwise permitted hereby, of any Subsidiary; provided that the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; paragraph (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the aggregate principal amount of all secured obligations of the Borrower and its Subsidiaries secured by Liens incurred pursuant to Section 7.02(l) and then outstanding6.02(e), shall not to exceed 157.5% of Consolidated Net WorthTotal Assets at any time outstanding.

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Borrower in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, and that if any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations permitted under Section 7.3(O); (bvii) Indebtedness created or existing hereunderwith respect to surety, appeal and performance bonds obtained by any of the Borrower’s Subsidiaries in the ordinary course of business; (cviii) intercompany Indebtedness or preferred stock incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness incurred in connection therewith does not exceed $250,000,000 in the aggregate at any time; and (ix) Other Indebtedness in addition to the extent owing that referred to or held elsewhere in this Section 7.3(A) incurred by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofBorrower’s Subsidiaries; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Borrower’s Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (i), (ii), (v), (vi) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gviii) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount 7.3(A)) shall not at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations exceed 20% of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Borrower’s Consolidated Net WorthTotal Capitalization.

Subsidiary Indebtedness. With respect The Company will not permit ----------------------- any Subsidiary other than a Subsidiary which is a party to the Subsidiaries, incur, a Subsidiary Guarantee to create, issue, assume incur or permit suffer to exist any Indebtedness to any Person other than the Company or preferred stocka Subsidiary, except: except (ai) Indebtedness or preferred stock of the Company and its Subsidiaries existing on the Effective Covenant Transition Date and having refinancings, refundings, renewals or extensions thereof, (ii) Indebtedness of any Loan Party pursuant to any Loan Document, (iii) Indebtedness of Subsidiaries incurred, in accordance with the Existing Credit Agreement, in connection with the Company's acquisition of T & N plc (iv) additional Indebtedness of Excluded Foreign Subsidiaries to the Company or any Subsidiary which is a party to a Subsidiary Guarantee in an aggregate principal amount not exceeding $200,000,000 at any time outstanding, (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dv) Indebtedness of any Subsidiary incurred which is not a party to finance a Subsidiary Guarantee owing to any other Subsidiary which is not a party to a Subsidiary Guarantee, (vi) Indebtedness in the acquisition, construction or improvement form of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding investment permitted by this Section 7.01(d7.11 as in effect on the Covenant Transition Date, (vii) Indebtedness secured by Liens permitted by Section 7.04(e), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstandingincluding capital lease obligations, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; $50,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (fwithout any increase in the principal amount thereof) and (viii) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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 Subsidiarywhich, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined together with the aggregate principal amount of all secured Indebtedness incurred pursuant to allowed under Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding7.04(n), shall not exceed 15% forty percent (40%) of Consolidated Net Worth; Worth (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock determined as of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations end of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% most recent fiscal quarter of Consolidated Net Worththe Company).

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries to the Subsidiariesdirectly or indirectly create, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (i) the Obligations; (ii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) (a) Indebtedness arising from intercompany loans and advances permitted under Section 7.3(D); provided, that if any Borrower or preferred stock existing Subsidiary Guarantor is the obligor on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof such Indebtedness shall be expressly subordinate to the extent payment in full in cash of the principal Obligations and (b) Contingent Obligations permitted under Section 7.3(D) with respect to Indebtedness of any Obligor or other Subsidiary permitted hereunder; (v) Indebtedness secured by Liens permitted by clauses (iv), (v) and (vii) of Section 7.3(C); and (vi) Indebtedness of any Person outstanding on the date on which such Person becomes a Subsidiary of the Company or is merged into or consolidated with or into any of its Subsidiaries and Indebtedness assumed by any Subsidiary of the Company in connection with any acquisition; provided that such Indebtedness was not created in connection with, or in anticipation of, such acquisition and the amount of such Indebtedness is not increasedincreased thereafter unless solely as a result of capitalization of interest or otherwise incurred under another subsection of this Section 7.3(A) substantially contemporaneously with such merger or consolidation, and such any Permitted Refinancing Indebtedness; (vii) Indebtedness representing deferred compensation to employees of any Subsidiaries of the Company incurred in the ordinary course of business; (viii) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, if subordinated to in each case, in the Obligations, remains so subordinated on terms no less favorable to the Lenders, ordinary course of business; (ix) cash management obligations and the original obligors other Indebtedness in respect of such Indebtedness remain the only obligors thereonnetting services, automatic clearinghouse arrangements, employees credit or purchase cards, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (bx) Indebtedness created relating to Disqualified Stock issued to any Borrower or existing hereunder;Subsidiary Guarantor and not issued by the Company or any Domestic Subsidiary that is a Subsidiary Guarantor (unless such Disqualified Stock is issued by such a Subsidiary Guarantor to the Company); and (cxi) intercompany other Indebtedness or preferred stock of a type not referred to the extent owing to or held elsewhere in this Section 7.3(A) incurred by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofCompany’s Subsidiaries; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (i) and then outstanding, shall not exceed 15% of Consolidated Net Worth; through (gx) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in 7.3(A)) shall not exceed, as of any date, an aggregate principal amount at any time outstanding equal to ten percent (or, in the case 10%) of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Consolidated Assets as of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% end of Consolidated Net Worththe fiscal quarter immediately preceding such date.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness or preferred stock existing outstanding on the ClosingFirst Amendment Effective Date and having an aggregate principal amount set forth on Schedule 7.03 if any (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of with respect to any such Indebtedness, any extensionsrenewals, renewals or replacements thereof to refinancings and extensions thereof); provided that (i) the extent the principal amount of such Indebtedness is not increasedincreased above the original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtednessrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if subordinated to the Obligationsany) and subordination (if any), remains so subordinated on and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the LendersBorrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, and the original obligors in respect of such Indebtedness remain the only obligors thereonrenewed or extended; (b) Indebtedness created obligations (contingent or otherwise) existing hereunderor arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or taking a “market view”; (c) intercompany (i) purchase money Indebtedness or preferred stock (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the extent owing purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred (including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by fixed assets and all renewals, refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (ii) shall not exceed $35,000,000 at any one time outstanding; (d) so long as the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto, Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness of any Person that is incurred prior to merged or within 180 days after such acquisition or the completion of such construction or improvement consolidated with and into any Subsidiary, (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after as a result of an Acquisition to the Effective Date; provided extent, in each case, that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is was not created incurred in connection with, or in contemplation of or in connection with of, such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default Subsidiary or Default shall have occurred and be continuing and (iii) consisting of customary performance based earn-out payments incurred in connection with an Acquisition; (e) endorsement of items for deposit or collection of commercial paper received in the aggregate principal amount ordinary course of Indebtedness at any time outstanding permitted by this clause business; (f), when combined with the aggregate principal amount of all ) intercompany Indebtedness incurred pursuant to permitted under Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth7.02; (g) obligations to purchase or redeem Equity Interests held by current or former partners, officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business; (h) Indebtedness, including Indebtedness incurred in connection with stock lending transactions, secured solely by shares of NASDAQ held by the Borrower or its Subsidiaries at any time or incurred in connection with a contractual right to receive any such shares in the future; provided that such Indebtedness shall be at customary advance rates and shall not exceed an aggregate principal amount equal to the underlying value of the shares which are the basis for such Indebtedness (the value of such shares to be determined as of the date such Indebtedness is incurred); (i) Indebtedness in the form of (i) any “bad boy guaranties” (including any related environmental indemnity) provided in connection with real estate financings of Affiliates and (ii) Guarantees by Berkeley Point to Xxxxxx Xxx under performance bonds the Delegated Underwriting and Servicing Program and/or Xxxxxxx Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or with respect to workers’ compensation claimssimilar programs, in each case incurred in the ordinary course of business; and (hj) additional other unsecured Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (ornot to exceed the difference of $30,000,000 and, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by , any Liens incurred pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth7.01(s).

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereondate hereof; (b) Any Indebtedness created or existing hereunderincurred to refinance any Indebtedness of any Subsidiary outstanding on the Closing Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced, plus any interest, fees and premiums incurred in connection therewith; (c) intercompany Indebtedness or preferred stock of any Subsidiary to the extent owing to or held by the Borrower or another to any Subsidiary other than any Excluded Subsidiary; (d) Indebtedness Guarantees of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount in respect of Indebtedness at any time outstanding otherwise permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthhereunder so long as such Subsidiary is a Guarantor hereunder; (e) Capital Lease Obligations obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract and accelerated purchase agreements in an aggregate principal amount at any time outstanding, when combined connection with the aggregate principal amount of all Indebtedness incurred transactions permitted pursuant to Section 7.01(d) and then 7.06(d), provided that as to any Swap Contract such Swap Contract does not contain any provision exonerating either party from its obligation to make any termination or other payment to the other party with respect to any terminated transaction upon termination of such Swap Contract, or any transaction outstanding and Section 7.01(f) and then outstandingthereunder, not to exceed 15% of Consolidated Net Worthby either party; (f) Indebtedness in respect of any Person capital leases, Synthetic Lease Obligations and purchase money obligations for fixed capital assets within the limitations set forth in Section 7.01(k); provided, however, that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of all such Indebtedness at any one time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth$25,000,000; (g) Indebtedness under performance bonds or with respect to workers’ compensation claimsthe extent constituting Indebtedness, in each case incurred in the ordinary course of business; anda sale and leaseback transaction permitted pursuant to Section 7.05(f); (h) additional Indebtedness (including attributable Indebtedness assumed or incurred in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries connection as to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 all Permitted Acquisitions in an aggregate principal amount not to exceed $10,000,000 at any time outstanding outstanding; (or, i) Indebtedness in the case form of preferred stockpurchase price adjustments, with holdbacks and other similar contingent payment obligations in respect of any Permitted Acquisition; and (j) other Indebtedness of all Subsidiaries in an aggregate liquidation preference), when combined (without duplication) with the principal amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthexceed, at any time $50,000,000 in the aggregate.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Company in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary, or (b) from the Company to any wholly-owned Subsidiary, or (c) from Leaxxxx Xxnance Company B.V., a Netherlands corporation and wholly-owned Subsidiary of the Borrower, to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $20,000,000 at any time; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations which are not prohibited under Section 7.3(O); (bvii) Indebtedness created or existing hereunderwith respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by any of the Company's Subsidiaries in the ordinary course of business; (cviii) intercompany Indebtedness (a) evidenced by letters of credit in an aggregate face amount not to exceed at any time $35,000,000 issued in the ordinary course of business to secure obligations of the Company and its Subsidiaries under workers' compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, and (b) constituting payment or preferred stock other obligations to Praxair or its Affiliates in respect of employee benefits under the extent owing Employee Benefits Disaffiliation Agreement dated January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended from time to or held by the Borrower or another Subsidiarytime; (dix) Indebtedness from and after the date of any Subsidiary incurred to finance the acquisitionH-B Acquisition, construction or improvement of any fixed or capital assets, the term indebtedness originally issued by Howx-Xxxxx xx favor Air Liquide and extensions, renewals and replacements of any such Indebtedness that do not increase assumed by the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred Company pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations the H-B Acquisition Agreement in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant up to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth;$5,700,000; and (fx) Indebtedness of any Person Other Indebtedness, including Permitted Existing Indebtedness, in addition to that becomes a Subsidiary after referred to elsewhere in this Section 7.3(A) incurred by the Effective DateCompany's Subsidiaries; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Company's Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (i), (ii), (iv), (v), (vi), (vii), (viii) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gix) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount 7.3(A)) shall not at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth$20,000,000.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Company in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary to any wholly-owned Subsidiary, (b) the Company to any wholly-owned Subsidiary, (c) Lxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Subsidiary Guarantors to Hxxxxx CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations which are not prohibited under Section 7.3(O); (vii) Indebtedness (a) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by any of the Company’s Subsidiaries in the ordinary course of business, and (b) Indebtedness created incurred or existing hereundermaintained by any of the Company’s Subsidiaries under the Letter of Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dviii) Indebtedness (a) evidenced by letters of any Subsidiary incurred credit, bank guarantees or other similar instruments in an aggregate face amount not to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness exceed at any time outstanding $50,000,000 issued in the ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted by letters of credit, bank guarantees or other similar instruments, and (b) constituting payment or other obligations to Praxair or its Affiliates in respect of employee benefits under the Employee Benefits Disaffiliation Agreement dated January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended from time to time; and (a) Permitted Existing Indebtedness and (b) other Indebtedness, in addition to that referred to elsewhere in this Section 7.01(d7.3(A), when combined with incurred by the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstandingCompany’s Subsidiaries, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(dby the Company’s Subsidiaries under this clause (ix)(b) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth$20,000,000.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (orset forth in Schedule 7.02 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created to the Borrower or existing hereunderany other Subsidiary; (c) intercompany Guarantees of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another of any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, improvement or improvement repair of any fixed or capital assetsasset, including obligations under Capital Leases, mortgage financings, purchase money Indebtedness and any Indebtedness assumed in connection with the acquisition of any such asset or secured by a Lien on any such asset prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 360 days after such acquisition or the completion of such construction construction, improvement or improvement repair and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 in the aggregate at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations Indebtedness of any Subsidiary as an account party in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount respect of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% trade letters of Consolidated Net Worthcredit; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary in respect of performance, bid, surety or appeal bonds and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred completion guarantees provided in the ordinary course of businessbusiness and (ii) under Swap Contracts entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; and (hg) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount not exceeding $75,000,000 at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Obligors and the Parent Guarantor will not permit any Subsidiary (other than the Company, the Guarantor and any Non-Obligor Finance Subsidiary) to the Subsidiariescreate, assume, incur, createguarantee or otherwise become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcluding from the operation of this Section: (a) Indebtedness or preferred stock existing of any Subsidiary outstanding on the Effective Date date hereof as specified in Schedule 5.15 and having an aggregate principal amount (orany extension, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewal or replacement of any such Indebtedness, any extensions, renewals or replacements thereof to the extent provided that the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created secured by Liens of a Subsidiary permitted pursuant to Sections 10.3(k), (m), (n), (o) or existing hereunder(p) or, to the extent applicable to a Lien incurred pursuant to Section 10.3(k), Section 10.3(r); (c) intercompany Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal or preferred stock to refunding thereof, provided that the extent owing to or held by the Borrower or another Subsidiaryprincipal amount of such Indebtedness is not increased; (d) Indebtedness owing to the Parent Guarantor, either Obligor or to any Subsidiary other than any Non-Obligor Finance Subsidiary and any Project Subsidiary; (e) Indebtedness of any Subsidiary incurred Guarantor; (f) Limited Recourse Indebtedness; and (g) Indebtedness in addition to finance that described in clauses (a) through (f) above, provided that, upon the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion incurrence of such construction or improvement and Indebtedness, the sum (iiwithout duplication) of (1) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred Indebtedness of the Parent Guarantor, the Obligors and their Subsidiaries secured by Liens pursuant to Section 7.01(e10.3(s) and then outstanding and (2) the aggregate amount of all Indebtedness incurred by Subsidiaries pursuant to Section 7.01(f) and then outstandingthis clause (g), shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount Tangible Assets at such time. For purposes of this Section 10.4, any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred Subsidiary Guarantor that shall be released from its Subsidiary Guarantee pursuant to Section 7.01(d9.7(c) shall be deemed to have incurred all of its outstanding Indebtedness (other than Indebtedness that would otherwise be subject to an exclusion set forth in any of clauses (a) through (d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness above) on the date of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such release and such Indebtedness exists at shall be included in the time such Person becomes a Subsidiary and is not created calculation set forth in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthabove.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariesenter into, directly or indirectly, issue, incur, create, issue, assume or permit to exist Guarantee any Indebtedness or preferred stock, except: unless (aA) Indebtedness or preferred stock existing the Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Effective Date Administrative Agent and having an aggregate principal amount (or, in B) at the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case time of any incurrence of such Indebtedness, any extensions, renewals or replacements thereof to the extent the aggregate principal amount of such Indebtedness is of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (1) through (4) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on the final proviso to Section 7.1, shall not increasedexceed the Maximum Priority Amount at such time, except (1) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and such Indebtednessany refinancing, if subordinated to the Obligationsrefunding, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect renewal or extension of such Indebtedness remain that does not increase the only obligors thereon; principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (b2) any Indebtedness created in effect as of the Closing Date that is listed on Schedule 7.7 (and any refinancing, refunding, renewal or existing hereunder; (c) intercompany extension of such Indebtedness or preferred stock to the extent owing not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Section 7.1(M), not to or held by exceed $200,000,000 at any one time outstanding and (4) Indebtedness of a Subsidiary to the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Borrower will not permit any of its Subsidiaries to the Subsidiaries, incurcontract, create, issue, incur or assume or permit to exist any Indebtedness or preferred stockfor borrowed money, exceptother than: (a) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or preferred any Subsidiary of the Borrower; (b) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment); provided that such Indebtedness when incurred shall not exceed the purchase price and costs, as applicable, of acquisition, construction or improvement of the asset(s) financed and all fees, costs and expenses relating thereto; (c) Indebtedness of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Indebtedness at the time of the acquisition of the capital stock existing on or assets of such Person or a merger with or consolidation with such Person by the Effective Date Borrower or a Subsidiary) as long as such Indebtedness was not created in anticipation thereof; (d) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and having an aggregate principal amount (orii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (e) extensions, refinancing, renewals or replacements (or successive extensions, refinancing, renewals, or replacements), in whole or in part, of the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate andIndebtedness permitted above which, in the case of any such Indebtednessextension, any extensionsrefinancing, renewals renewal or replacements thereof to the extent the principal amount of such Indebtedness is not increasedreplacement, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do does not increase the outstanding principal amount thereof; provided that (i) such of the Indebtedness is being extended, refinanced, renewed or replaced, other than amounts incurred prior to or within 180 days after such acquisition or pay the completion costs of such construction extension, refinancing, renewal or improvement and replacement; and (iif) the aggregate principal amount of any other Indebtedness at any time outstanding not otherwise permitted by this Section 7.01(d), when combined with the aggregate 7.2.4 in a principal amount of all Capital Lease Obligations incurred pursuant not to Section 7.01(eexceed fifteen percent (15%) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations Tangible Assets in an the aggregate principal amount at any one time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect Permit any Subsidiary that is not a Subsidiary Guarantor to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock created under the Loan Documents, (ii) the obligations and any other Indebtedness under the Term Loan Facility, and (iii) the obligations and any other Indebtedness under the New Bond Indenture; (b) Indebtedness existing on the Effective Date and having an aggregate principal amount set forth on Schedule 6.01 (orincluding any extensions, in the case renewals, refinancings, amendments, supplements, refundings, modifications or replacements of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent that the principal amount of such Indebtedness is thereof shall not be increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder); (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryin respect of capital and operating leases, and Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness in connection with the Acquisition of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at Indebtedness to the Company or any time outstandingSubsidiary, when combined with and Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the aggregate principal amount of all Company to the extent that such Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, is not to exceed 15% of Consolidated Net Worth;prohibited hereby; and (f) Indebtedness of any Person that becomes a Subsidiary other Indebtedness, provided that, immediately after the Effective Date; provided that (i) 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 Subsidiarygiving effect thereto, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount sum of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with under this Section 6.01(f) (i) would not exceed 15.0% of Net Worth and (ii) to the amount of obligations of the Borrower and its Subsidiaries extent secured by Liens pursuant to Liens, would be permitted under Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth6.02(r).

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Restricted Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) (i) Indebtedness or preferred stock existing on the Initial Effective Date (including, for the avoidance of doubt, the Permitted Surviving Indebtedness), (ii) Indebtedness incurred or assumed after the date hereof but on or before the Effective Date (giving effect to the Transactions) to the extent permitted by the Master Agreement as in effect on the Initial Effective Date and having an aggregate principal amount without giving effect to any consent thereunder (orincluding, in for the case avoidance of preferred stockdoubt, an aggregate liquidation preferencethe Permitted Surviving Indebtedness) of less than $25,000,000 in the aggregate andand (iii) modifications, in the case of any such Indebtedness, any extensions, renewals renewals, replacements or replacements thereof to the extent the principal amount refinancings of such Indebtedness (other than modifications, extensions, renewals, replacements or refinancings of Indebtedness described in clause (i) above that are consummated after the Effective Date unless such Indebtedness constitutes Permitted Surviving Indebtedness or is not increased, and such Indebtedness, if subordinated incidental to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect operations of such Indebtedness remain the only obligors thereon; (ba Restricted Subsidiary) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided ; (b) Indebtedness of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) Indebtedness of any Restricted Subsidiary that guarantees the Obligations pursuant to a Guarantee Agreement; (id) such Indebtedness is incurred prior to Any Specified Non-Recourse Debt or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding securitization transaction permitted by this Section 7.01(d7.01(m), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations Indebtedness in an aggregate principal amount at any time outstanding, when combined with respect of letters of credit issued for the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness account of any Person that becomes a Restricted Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (hf) additional Other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of Restricted Subsidiaries that are not Guarantors, so long as the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount thereof does not exceed at any time outstanding an amount equal to (orx) $1,500,000,000 less (y) the amount, in the case if any, of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries Indebtedness secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth7.01(q).

Subsidiary Indebtedness. With respect Permit any Material Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock created under the Loan Documents, (ii) the obligations and any other Indebtedness under the Term Loan Facility, and (iii) the obligations and any other Indebtedness under the New Bond Indenture; (b) Indebtedness existing on the Effective Date and having an aggregate principal amount set forth on Schedule 6.01 (including any extensions, renewals, refinancings, amendments, supplements, refundings, modifications or replacements of such Indebtedness (or, in the case of preferred stockguarantees set forth on such Schedule, an aggregate liquidation preference) of less than $25,000,000 guarantees in the aggregate and, in the case respect of any such Indebtednessextension, any extensionsrenewal, renewals refinancing, amendment, supplement, refunding, modification or replacements thereof replacement of the guaranteed indebtedness), to the extent that the principal amount of such Indebtedness is thereof shall not be increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder); (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryin respect of capital and operating leases, and Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness in connection with the acquisition of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at Indebtedness to the Company or any time outstandingSubsidiary, when combined with and Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the aggregate principal amount of all Company to the extent that such Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, is not to exceed 15% of Consolidated Net Worth;prohibited hereby; and (f) Indebtedness of any Person that becomes a Subsidiary other Indebtedness, provided that, immediately after the Effective Date; provided that (i) 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 Subsidiarygiving effect thereto, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount sum of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with under this Section 6.01(f) (i) would not exceed the amount greater of obligations (x) $500,000,000 and (y) 15.0% of Net Worth as determined at the Borrower time of, and its Subsidiaries immediately after giving effect to, the incurrence of such Indebtedness and (ii) subject to the preceding clause (i), to the extent secured by Liens pursuant to Liens, would be permitted under Section 7.02(l6.02(l), (m), (o), (p) and then outstanding, not to exceed 15% of Consolidated Net Worthand/or (r).

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness of the Subsidiaries under this Agreement or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSubsidiary Guaranty; (b) Indebtedness created or existing hereunderin respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding constituting Contingent Obligations permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth6.05; (e) Capital Lease Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations in an aggregate principal amount at any time outstanding, when combined with on terms reasonably satisfactory to the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net WorthAdministrative Agent; (f) Indebtedness in respect of obligations under Swap Agreements permitted under Section 6.15; (g) Indebtedness with respect to surety, appeal and performance bonds obtained by any of the Company’s Subsidiaries in the ordinary course of business; (h) Indebtedness incurred pursuant to the Dutch Credit Agreement; (i) Indebtedness incurred in connection with any Permitted Receivables Facility; (j) Indebtedness under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (k) Indebtedness of any Person Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (l) Separation Obligations; and (m) Other Indebtedness in addition to that becomes a Subsidiary after referred to elsewhere in this Section 6.01 incurred by the Effective DateCompany’s Subsidiaries; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of no Default or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (a), (b), (e), (f), (h), (i), (j) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gl) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount 6.01) shall not at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations exceed 25% of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Company’s Consolidated Net WorthTotal Capitalization.

Subsidiary Indebtedness. With respect Permit any of its Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing of any Subsidiary outstanding on the Effective Date and having an aggregate principal amount Date, which Indebtedness (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtednessitem of Indebtedness in a principal amount in excess of $50,000,000) is described on Schedule 6.04, any and extensions, renewals or and replacements thereof to that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created of any Subsidiary to the Borrower or existing hereunderany other Subsidiary, and any Guarantee by any Subsidiary of any Indebtedness of any other Subsidiary; (c) intercompany any Guarantee by any Subsidiary of Indebtedness or preferred stock of the Borrower, provided that such Subsidiary has Guaranteed the Obligations under a Guarantee in form and substance reasonably satisfactory to the extent owing Administrative Agent (which Guarantee of the Obligations shall not be more restrictive or burdensome than such other Guarantee (and, in the event such other Guarantee is subordinated to or held by the Borrower or another Subsidiaryany other obligations, may be subordinated to such other obligations on substantially similar terms) and shall provide for an automatic release thereof upon release of such other Guarantee); (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and refinancings, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 360 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthimprovement; (e) Capital Lease Obligations in an aggregate principal amount at Indebtedness of any time outstandingPerson (including the Target and its Subsidiaries) that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Effective Date, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) or Indebtedness of any Person that becomes a is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary after the Effective Date; Date (so long as such assumed Indebtedness encumbers such assets), provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created (in the case of the Target or any of its Subsidiaries, with the consent of the Borrower) in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary (or such merger or consolidation) or such assets being acquired, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (f) Indebtedness of any Subsidiary (i) as an account party in respect of trade letters of credit or letters of credit of the type referred to in the definition of the term “Permitted Encumbrances” or (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default to the extent arising in connection with any Permitted Encumbrances or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding Lien permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.02(f) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthor (g); (g) Indebtedness under performance bonds owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with respect any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (h) Limited Recourse Debt of any Project Finance Subsidiary; (i) Indebtedness of Foreign Subsidiaries incurred to workers’ compensation claims, in each case incurred in finance the ordinary course working capital needs of businessForeign Subsidiaries; (j) any other Indebtedness of any Subsidiary; provided that the aggregate principal amount of such other Indebtedness of all the Subsidiaries outstanding at any time does not exceed $200,000,000; and (hk) additional Indebtedness (including attributable Indebtedness incurred in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) connection with the amount securitization of obligations receivables of the Borrower and or any of its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthSubsidiaries.

Subsidiary Indebtedness. With respect to the SubsidiariesNo Subsidiary will create, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount set forth in schedule 6.01 attached to the Existing Credit Agreement (ora copy of which schedule is also attached hereto for convenience) and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon;thereof. (b) Indebtedness created of any Subsidiary to Guarantor or existing hereunder;any other Subsidiary. (c) intercompany Guarantees by any Subsidiary of Indebtedness of Guarantor or preferred stock of any other Subsidiary to the extent owing to or held by such Indebtedness is permitted under the Borrower or another Subsidiary;Obligation Documents and other material agreements governing the Indebtedness of Guarantor. (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 120 days after such acquisition or the completion of such construction or improvement improvement, and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d)clause (d) when aggregated (without duplication) with all Indebtedness incurred under clause (g) below, when combined with the aggregate principal amount of all Capital Lease Obligations incurred claims and obligations secured by Liens permitted pursuant to Section 7.01(eclauses (d) and then outstanding (f) of Paragraph 3.02 and all Indebtedness incurred with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Section 7.01(f) and then outstanding, shall Paragraph 3.03 does not exceed 1530% of Consolidated Net Worth;Tangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 of this Schedule. (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective DateApril 30, 1997; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause . (f), when combined with the aggregate principal amount ) Indebtedness of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% any Subsidiary as an account party in respect of Consolidated Net Worth;trade letters of credit. (g) Other unsecured Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount outstanding at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)that, when combined aggregated (without duplication) with all Indebtedness incurred under clause (d) above, with the aggregate amount of all claims and obligations of the Borrower and its Subsidiaries secured by Liens permitted pursuant to Section 7.02(lclauses (d) and then outstanding, (f) of Paragraph 3.02 and with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Paragraph 3.03 does not to exceed 1530% of Consolidated Net WorthTangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 of this Schedule. (i) Indebtedness of any Special Purpose Subsidiary; or (ii) Indebtedness of any other Subsidiary incurred by such Subsidiary in connection with the incurrence of Indebtedness by any Special Purpose Subsidiary.

Subsidiary Indebtedness. With respect to the Subsidiaries, incurThe Borrower will not permit any Subsidiary to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on under the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonCredit Documents; (b) Indebtedness created or existing hereunder[reserved]; (c) intercompany Indebtedness or preferred stock of any Subsidiary to the extent owing to or held by the Borrower or another any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement; (f) obligations under (i) Swap Agreements entered into to hedge or mitigate risks to which t any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries) or (ii) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Subsidiary; (g) Indebtedness (if any) of any Subsidiary arising or deemed to arise out of any Permitted Receivable Sales Transaction; (h) Indebtedness arising under notional pooling cash management arrangements to the extent not matched by cash deposits of any Subsidiary or in connection with commodities or securities accounts; (i) Indebtedness of any Subsidiary which constitutes Receivables Transaction Attributed Indebtedness in an aggregate principal amount (when aggregated with the Receivables Transaction Attributed Indebtedness of the Borrower) not exceeding $250,000,000 at any time outstanding; (j) Indebtedness of any Person which becomes a Subsidiary after the date hereof existing prior to the acquisition thereof or of its parent by the Borrower or any Subsidiary and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is not incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (ii) immediately neither the Borrower nor any Subsidiary shall be liable for such Indebtedness; and (k) other Indebtedness of any Subsidiary so long as, both before and after giving effect to the incurrence of such Person becomes a SubsidiaryIndebtedness, no Event the Borrower is in pro-forma compliance with Section 6.06 as of Default or Default shall have occurred and be continuing and (iii) the date of such incurrence. Notwithstanding the foregoing, the Borrower will not permit the aggregate principal amount of Indebtedness Borrowed Debt of the Borrower’s Subsidiaries outstanding at any time outstanding and incurred or permitted by this clause pursuant to clauses (fe), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d(h), (i), (j) and then outstanding and all Capital Lease Obligations incurred pursuant (k) of this Section 6.01 to Section 7.01(e) and then outstanding, shall not exceed an amount equal to 15% of the Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Assets of the Borrower and its Subsidiaries secured (determined by Liens reference to the most recent consolidated financial statements of the Borrower delivered pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth5.01).

Subsidiary Indebtedness. With respect to The Parent and the Subsidiaries, incurCompany each will not permit any Subsidiary that is not a Subsidiary Guarantor to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Restatement Effective Date and having an aggregate principal amount (orset forth in Schedule 6.01 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness with Indebtedness of a similar type that does not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created of any such Subsidiary to the Parent, the Company or existing hereunderany other Group member; (c) intercompany Guarantees by any such Subsidiary of Indebtedness of the Parent, the Company or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryany other Group member; (d) Indebtedness of any such Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofIndebtedness; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations Indebtedness of any such Subsidiary as an account party in an aggregate principal amount at any time outstanding, when combined with respect of letters of credit issued in the aggregate principal amount ordinary course of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worthbusiness; (f) Indebtedness under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary business to manage existing or anticipated risks and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthfor speculative purposes; (g) Indebtedness of any such Subsidiary under performance bonds or with respect to workers’ compensation claims, in each case incurred any Permitted Securitization; (h) Indebtedness of any such Subsidiary secured by a Lien on any asset of any Group member; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (h) shall not in the ordinary course of businessaggregate exceed $100,000,000 at any time; and (hi) additional unsecured Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount not exceeding $150,000,000 at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the Effective Date date of this Agreement and having an aggregate principal amount described on Schedule 7.01; (or, in b) Indebtedness secured by Liens permitted pursuant to the case terms of preferred stock, an aggregate liquidation preferenceSection 7.02(a)(iii); (c) Indebtedness of less than $25,000,000 in such Subsidiary owing to the aggregate and, in Company or any other Subsidiary; (d) [Reserved]; (e) Indebtedness arising from the case renewal or extension of any such IndebtednessIndebtedness described in clauses (a), any extensions(b), renewals (f) or replacements thereof to (k), provided that the extent the principal amount of such Indebtedness is not increased, increased and any Liens securing such Indebtedness, if subordinated Indebtedness attached only to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of assets previously serving as collateral for such Indebtedness remain the only obligors thereonprior to such renewal or extension; (bf) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or existing hereunderincurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary); (cg) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another resulting from Surety Indemnification Obligations of such Subsidiary; (dh) Indebtedness of any Subsidiary incurred Indebtedness, if any, which may be deemed to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that exist with respect to Swap Agreements; (i) such Indebtedness is incurred prior to Indebtedness, if any, that may exist in respect of deposits or within 180 days after such acquisition payments made by customers or the completion clients of such construction Subsidiaries; (j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or improvement and in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (iik) other Indebtedness of such Subsidiaries not described in clauses (a) through (j) or (l) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(eand (B) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(dunder clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (k)), and (k) and then outstanding and Section 7.01(fon such date, does not exceed an amount equal to twenty-five percent (25%) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists Worth as at the time end of the Company’s most recently ended Fiscal Quarter for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of businessdate; and (hl) additional Indebtedness all premiums (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preferenceif any), when combined interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (without duplicationa) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worththrough (k).

Subsidiary Indebtedness. With respect to the SubsidiariesThe Obligors will not permit any Subsidiary to, create, assume, incur, createguarantee or otherwise become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcluding from the operation of this Section: (a) Indebtedness or preferred stock existing outstanding on the Effective Date date of the Closing and having an aggregate principal amount (orspecified in Schedule 5.15 and any extension, in the case of preferred stockrenewal or refunding thereof, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent provided that the principal amount of thereof outstanding immediately before giving effect to such Indebtedness extension, renewal or refunding is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the a Person outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal or refunding thereof, provided that the principal amount thereof outstanding immediately before giving effect to such extension, renewal or refunding is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthincreased; (gc) Indebtedness under performance bonds of the Guarantor or with respect any Subsidiary Guarantor incurred after the date of the Closing; (d) Indebtedness owing to workers’ compensation claims, in each case incurred in the ordinary course of businesseither Obligor or any Subsidiary Guarantor; and (he) additional Indebtedness (including attributable Indebtedness of a Subsidiary in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries addition to the extent not that otherwise permitted by the foregoing clauses provisions of this Section 7.01 in an aggregate principal amount at 10.7, provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any time outstanding such additional Indebtedness and immediately after giving effect thereto, (ori) no Default or Event of Default exists, in and (ii) the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the total amount of obligations of the Borrower and its Subsidiaries secured by Liens all Indebtedness permitted to be outstanding pursuant to this Section 7.02(l10.7(e) and then outstanding, does not exceed Indebtedness permitted to exceed 15% of Consolidated Net Worthbe outstanding under Section 10.8.

Subsidiary Indebtedness. With respect Permit any Subsidiary of Parent which is not a Borrower hereunder to the Subsidiaries, incur, create, issueassume, assume incur or permit suffer to exist any Indebtedness or preferred stock, exceptContingent Obligations with respect to Indebtedness OTHER THAN: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonDefeased Debt; (b) secured Indebtedness created (including Capital Lease Obligations) and Contingent Obligations which are permitted by Sections 6.4(e) or existing hereunder6.4(f); (c) intercompany unsecured Indebtedness and Contingent Obligations which were created, assumed or preferred stock incurred by such Subsidiary prior to the extent owing to its acquisition by Parent and its Subsidiaries (and not in anticipation of such acquisition) but not any refinancings, renewals or held by the Borrower or another Subsidiaryextensions thereof; (d) letters of credit, surety bonds and other similar forms of credit enhancement for such Subsidiaries incurred in the ordinary course of their business; and (e) Intercompany Debt, PROVIDED such Indebtedness is not subject to any Lien (other than Liens in favor of the Administrative Agent and the Lenders); (f) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness of Persons which are the counterparties to any Subsidiary incurred management agreement, development agreement or other similar instruments to finance the acquisitionwhich such Management Companies are also party, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided PROVIDED that (i) the assets of each Management Company issuing any such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion guarantees shall not exceed 1.0% of such construction or improvement Net Tangible Assets at any time, and (ii) the aggregate principal amount of Indebtedness at any time outstanding assets of all Subsidiaries issuing guarantees permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e6.7(f) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 155% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount Tangible Assets at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Datetime; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth;and (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness under performance bonds or with respect to workers’ compensation claimsof Persons in which such Joint Venture Holding Companies own equity securities, in each case incurred in PROVIDED that the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthother Persons owning such equity securities have also ratably guaranteed such Indebtedness.

Subsidiary Indebtedness. With respect Permit any Subsidiary of Parent which is not a Borrower hereunder to the Subsidiaries, incur, create, issueassume, assume incur or permit suffer to exist any Indebtedness or preferred stock, exceptContingent Obligations with respect to Indebtedness OTHER THAN: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonDefeased Debt; (b) secured Indebtedness created (including Capital Lease Obligations) and Contingent Obligations which are permitted by Sections 6.4(e) or existing hereunder6.4(f); (c) intercompany unsecured Indebtedness and Contingent Obligations which were created, assumed or preferred stock incurred by such Subsidiary prior to the extent owing to its acquisition by Parent and its Subsidiaries (and not in anticipation of such acquisition) but not any refinancings, renewals or held by the Borrower or another Subsidiaryextensions thereof; (d) letters of credit, surety bonds and other similar forms of credit enhancement for such Subsidiaries incurred in the ordinary course of their business; (e) Intercompany Debt, PROVIDED such Indebtedness is not subject to any Lien (other than Liens in favor of the Administrative Agent and the Lenders); (f) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness of Persons which are the counterparties to any Subsidiary incurred management agreement, development agreement or other similar instruments to finance the acquisitionwhich such Management Companies are also party, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided PROVIDED that (i) the assets of each Management Company issuing any such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion guarantees shall not exceed 1.0% of such construction or improvement Net Tangible Assets at any time, and (ii) the aggregate principal amount of Indebtedness at any time outstanding assets of all Management Companies issuing guarantees permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e6.7(f) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 155% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount Tangible Assets at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthtime; (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness under performance bonds or with respect to workers’ compensation claims, of Persons in each case incurred in which such Joint Venture Holding Companies own equity securities; PROVIDED that the ordinary course of businessother Persons owning such equity securities have also ratably guaranteed such Indebtedness; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount not to exceed $20,000,000 at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary to the Subsidiariescreate, incur, createassume, issue, assume guarantee or permit otherwise become liable with respect to exist any Indebtedness or preferred stock, exceptother than: (a) Indebtedness or preferred stock existing outstanding on the Effective Date date hereof as specified in Schedule 5.15 and having an aggregate principal amount (orany extension, renewal, refinancing or replacement thereof in the case of preferred stockwhole or in part, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent provided that the principal amount of thereof immediately prior to such Indebtedness extension, renewal, refinancing or replacement is not increasedincreased (except for increases in an amount not to exceed accrued interest, premium, fees and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors expenses in respect of such Indebtedness remain the only obligors thereonconnection therewith); (b) Indebtedness created owed by any Subsidiary to the Company or existing hereunder;any other Subsidiary (other than an Excluded Subsidiary); Cleco Power LLC Note Purchase Agreement (c) intercompany Indebtedness of a Subsidiary existing at the time such Subsidiary becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal, refinancing or preferred stock replacement thereof in whole or in part, provided that the principal amount thereof immediately prior to the extent owing such extension, renewal, refinancing or replacement is not increased (except for increases in an amount not to or held by the Borrower or another Subsidiaryexceed accrued interest, premium, fees and expenses in connection therewith); (d) Indebtedness of secured by any Subsidiary incurred to finance the acquisitionLien permitted by Section 10.5; and (e) Indebtedness not otherwise permitted by subparagraphs (a) through (d) above, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior immediately after giving effect to the creation, incurrence or within 180 days after such acquisition assumption thereof, no Default or the completion Event of such construction or improvement Default exists and (ii) the aggregate principal amount of Indebtedness Priority Debt does not at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 1520% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthTotal Assets.

Subsidiary Indebtedness. With respect In addition to and not in limitation of any other applicable restrictions herein, including Sections 10.3 and 10.4, the SubsidiariesCompany will not, at any time, permit any Subsidiary to, directly or indirectly, create, incur, createassume, issueguarantee, assume have outstanding, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness or preferred stock, exceptother than: (a) Indebtedness of members of the South African Group (other than Pyramid Freight BVI) not to exceed 800,000,000 South African Rand (or preferred stock existing on its equivalent in any other currency) at any time; and Indebtedness consisting solely of put rights or mandatorily redeemable interests with respect to equity issued by any member of the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any South African Group to enable such Indebtedness, any extensions, renewals or replacements thereof Subsidiary to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonmaintain BBBEE status; (b) any unsecured Indebtedness created of any Subsidiary Guarantor consisting of direct obligations or existing hereunderGuaranties; (c) intercompany Indebtedness of any Subsidiary of the Company (other than a member of the South African Group or preferred stock Pyramid Freight BVI) in an aggregate amount not to the extent owing to exceed U.S.$60,000,000 (or held by the Borrower or another Subsidiaryits equivalent in any other currency) at any time; (d) Indebtedness of incurred under any Subsidiary incurred Capital Lease permitted to finance the acquisition, construction exist under Section 10.13 in an amount not to exceed U.S.$90,000,000 (or improvement of its equivalent in any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (iother currency) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthone time; (e) Capital Lease Obligations in Indebtedness of a Subsidiary (other than a member of the South African Group or Pyramid Freight BVI) owed to an aggregate principal amount at any time outstanding, when combined with Obligor or a Wholly-Owned Subsidiary (other than a member of the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net WorthSouth African Group or Pyramid Freight BVI); (f) Indebtedness owed by a member of any Person that becomes a Subsidiary after the Effective DateSouth African Group or Pyramid Freight BVI to another member of the South African Group or Pyramid Freight BVI; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; UTi Worldwide Inc. Nedbank Facilities Agreement (g) unsecured Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and any Subsidiary (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock other than a member of the Subsidiaries South African Group or Pyramid Freight BVI) owed to a member of the South African Group or Pyramid Freight BVI, so long as such Indebtedness is contractually subordinated to such Subsidiary Guarantors’ obligations hereunder on terms reasonably satisfactory to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.Lender;

Subsidiary Indebtedness. With respect to the SubsidiariesDirectly or indirectly create, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary, except: (a) Indebtedness or preferred stock existing under the Loan Documents; (b) Indebtedness outstanding on the Effective Closing Date and having an aggregate principal amount (orlisted on Schedule 7.02 and any refinancings, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensionsrefundings, renewals or replacements extensions thereof to with Indebtedness of a similar type; provided, that, the extent the principal amount of such Indebtedness is not increasedincreased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or any existing hereundercommitments unutilized thereunder; (c) intercompany Guarantees provided by any Subsidiary in respect of Indebtedness or preferred stock to the extent owing to or held of any wholly-owned Subsidiary otherwise permitted by the Borrower or another Subsidiarythis Section 7.02; (d) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, construction or improvement of any fixed or capital assetsprovided, and extensionsthat, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness at any time non-defaulting party from its obligation to make payments on outstanding permitted by this Section 7.01(d), when combined with transactions to the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthdefaulting party; (e) Capital Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in an aggregate principal amount at any time outstandingSection 7.01(i); provided, when combined with that, the aggregate principal amount of all such Indebtedness incurred pursuant to Section 7.01(d) and then at any one time outstanding and Section 7.01(f) and then outstanding, shall not to exceed 15% of Consolidated Net Worth$100,000,000; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or incurred in connection with such Person becoming a Subsidiarycorporate credit cards, (ii) immediately before daylight or overnight overdraft facilities and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claimsother treasury management services, in each case incurred in the ordinary course of business; (g) intercompany Indebtedness between one Subsidiary and another and between the Borrower and any Subsidiary; (h) Indebtedness in respect of letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case incurred in the ordinary course of business; (i) Indebtedness of any Person, or in respect of assets, acquired after the Closing Date in an acquisition or other investment permitted pursuant to this Agreement, in each case to the extent such Indebtedness was existing at the time of such acquisition or other investment and was not incurred in contemplation thereof; and (hj) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an other Indebtedness; provided, that, that aggregate outstanding principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)such Indebtedness, when combined taken together (without duplication) with the aggregate outstanding principal amount of Indebtedness and other obligations of the Borrower and its Subsidiaries secured by Liens pursuant incurred in reliance on Section 7.01(p), shall not exceed an amount equal to Section 7.02(lthirty-five percent (35%) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: Indebtedness of the Subsidiaries under the Subsidiary Guaranty; Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness or preferred stockof the Borrower, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Borrower in violation of this Agreement; Indebtedness in respect of obligations secured by Customary Permitted Liens; Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, and that if any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; Indebtedness in respect of such Hedging Obligations permitted under Section 7.3(O); Indebtedness remain with respect to surety, appeal and performance bonds obtained by any of the only obligors thereon; (b) Borrower’s Subsidiaries in the ordinary course of business; Indebtedness created or existing hereunder; (c) intercompany incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do in connection therewith does not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) exceed $250,000,000 in the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with ; and Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective DateBorrower’s Subsidiaries; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) providedfurther that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Borrower’s Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (i), (ii), (v), (vi) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gviii) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount 7.3(A)) shall not at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations exceed 25% of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Borrower’s Consolidated Net WorthTotal Capitalization.

Subsidiary Indebtedness. With respect From and after the Closing Date, the Company shall not permit any Material Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock existing on created under the Effective Date Loan Documents, (ii) the obligations and having any other Indebtedness incurred by a Designated Borrower (as defined in the Revolving Credit Agreement) under the Revolving Credit Facility in an aggregate outstanding principal amount not to exceed $4,500,000,000 at any time, and (or, in iii) any other Indebtedness if the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of Loans are guaranteed on a pari passu basis by each Material Subsidiary that has incurred such Indebtedness; provided that any such Indebtednessguarantee may, any extensionsat the option of the Company, renewals or replacements thereof to be automatically released if the extent the principal amount of Material Subsidiary providing such Indebtedness guarantee is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors longer liable in respect of such Indebtedness remain the only obligors thereon;Indebtedness. (b) any other Indebtedness; provided that, immediately after giving effect thereto, the aggregate outstanding principal amount of all Indebtedness created or existing hereunder;(without duplication) under this Section 7.02(b) would not exceed the greater of (x) $1,300,000,000 and (y) 35% of Consolidated EBITDA. (c) intercompany Indebtedness or preferred stock to assumed in connection with any Acquisition of a Person after the extent owing to or held by the Borrower or another Subsidiary;date hereof and not incurred in contemplation thereof. (d) Indebtedness existing or entered into on the Effective Date and, to the extent securing Indebtedness having a principal amount in excess of any Subsidiary $300,000,000 individually, set forth on Schedule 7.02. (e) purchase money Indebtedness (including Capital Lease Obligations) hereafter incurred to finance the acquisition, construction or improvement purchase of any fixed or capital assets, and extensions, renewals and replacements of any provided that such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is when incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% the purchase price of Consolidated Net Worth; (ethe asset(s) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth;financed. (f) (x) Indebtedness to the Company or any Subsidiary and (y) Guarantees by any Subsidiary of Indebtedness of any Person another Subsidiary or the Company to the extent that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth;prohibited hereby. (g) Indebtedness under performance bonds resulting from Surety Indemnification Obligations of such Material Subsidiary. (h) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Material Subsidiaries. (i) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services including in respect of Cash Management Agreements or in connection with any automated clearing-house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables. (j) to workers’ the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation claimsand similar obligations. (k) Indebtedness representing deferred compensation to directors, in each case officers, employees, members of management, managers and consultants of a Material Subsidiary incurred in the ordinary course of business; and. (hl) additional Indebtedness (including attributable Indebtedness Guarantees in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries Indebtedness permitted to the extent not otherwise permitted by the foregoing clauses of be incurred pursuant to this Section 7.01 7.02. (m) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances any Benefit Plan or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business. (n) Indebtedness in an aggregate principal amount at of up to $50,000,000 consisting of letters of credit or bank guaranties issued to support the obligations of any time outstanding Material Subsidiary incurred in the ordinary course of business. (oro) Indebtedness in connection with any Sale-Leaseback. (p) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in this Section 7.02. (q) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. (r) any extensions, renewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements of any Indebtedness permitted by this Section 7.02 (and, in the case of preferred stockguarantees, with an aggregate liquidation preferenceguarantees in respect of any extension, renewal, refinancing, amendment, restatement, supplement, refunding, modification or replacement of the guaranteed indebtedness), when combined to the extent that the principal amount thereof shall not be increased above the principal amount thereof outstanding immediately prior to such extension, renewal, refinancing, amendment, restatements, supplement, refunding, modification or replacement (without duplicationexcept by an amount equal to any existing commitments utilized thereunder) other than increases related to required premiums, accrued interest and reasonable fees and expenses in connection with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstandingsuch extensions, not to exceed 15% of Consolidated Net Worthrenewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary that is a Subject Entity at any time to the Subsidiariescreate, assume, incur, createguarantee or otherwise be or become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcept for: (a) (i) any Guaranty by any Subsidiary Guarantor of Indebtedness (x) of the Company outstanding under a Credit Facility or preferred stock existing on the Effective Date under a Swap Contract or (y) of a Subsidiary under a Swap Contract and having an aggregate principal amount (orii) any other Indebtedness of any Subsidiary Guarantor (provided that, in the case of preferred stockthis clause (ii), an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any Subsidiary Guarantee Conditions have been satisfied with respect to such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSubsidiary Guarantor); (b) Indebtedness created of any Person which becomes a Subsidiary after the date of Closing which (i) is outstanding on the date such Person becomes a Subsidiary and (ii) is not incurred, extended or existing hereunderrenewed in contemplation of such Person becoming Subsidiary; (c) intercompany Indebtedness or preferred stock of any Subsidiary owing to the extent owing to Company, a Subsidiary Guarantor or held by the Borrower or another a Wholly-Owned Subsidiary; (d) Indebtedness of any Subsidiary incurred that is outstanding as of the date of this Agreement; and (e) any Indebtedness in addition to finance that described in clauses (a) through (d) above, provided that, upon the acquisitionincurrence of such Indebtedness, construction or improvement the sum (without duplication) of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such the aggregate amount of all Indebtedness is incurred prior of the Company and any Subject Entities secured by Liens permitted pursuant to or within 180 days after such acquisition or the completion of such construction or improvement Section 10.6(p) and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred of any Subsidiaries permitted pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(de) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 155% of Consolidated Net Worth; (g) Shareholders' Equity. Any Subsidiary Guarantor that shall cease to be a Subsidiary Guarantor shall be deemed to have incurred all of its outstanding Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses for purposes of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in 10.5 on the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant date it shall so cease to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthbe a Subsidiary Guarantor.

Subsidiary Indebtedness. With respect WestRock will not permit any of its Restricted Subsidiaries (other than any “Borrower” as defined in the Existing Credit Agreement or any “Guarantor” as defined in the Existing Credit Agreement) to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such industrial development bonds and Indebtedness remain the only obligors thereonof Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under clause (A) above; (b) Indebtedness created of any Restricted Subsidiary owing to WestRock or existing hereunderany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility and Indebtedness created under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness and obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of WestRock or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to finance the acquisition, construction or improvement this Section 6.3; (f) obligations of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction to the extent such obligations constitute Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness at any time outstanding permitted by in respect thereof incurred under this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(esubsection (f)(ii) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall does not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount $250,000,000 at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness owed to any Person (including obligations in respect to of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation claimscompensation, social security, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; and; (hi) additional Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (including attributable j) Indebtedness in respect of Sale and Leaseback Transactionsjudgments that do not constitute an Event of Default under Section 7.1(i); (k) or preferred stock Indebtedness consisting of the Subsidiaries to financing of insurance premiums with the extent not otherwise permitted by providers of such insurance or their Affiliates; (l) Indebtedness created under the foregoing clauses Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement); (m) Indebtedness of this Section 7.01 any Restricted Subsidiary that is a Foreign Subsidiary in an aggregate principal amount not to exceed $600,000,000 at any time outstanding outstanding; and (or, n) Indebtedness of an Eligible Subsidiary in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the principal amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth$1,000,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or The Borrower will not permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; its Subsidiaries (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; excluding (fa) Indebtedness of any Person that becomes a Subsidiary after Subsidiaries existing on the Revolving Effective Date; provided that Date and described on Schedule 6.06, (ib) such Indebtedness exists existing at the time such Person becomes a Subsidiary or at the time such Person is merged or consolidated with or into, or otherwise acquired by, a Subsidiary and is not created in contemplation of such event, (c) refinancings, extensions, renewals, or refundings of any Indebtedness permitted by clauses (a) and (b) above, (d) to the extent (i) Securitization Transactions are determined pursuant to a change in connection with such Person becoming GAAP or a change in the interpretation of GAAP after the Revolving Effective Date to constitute Indebtedness or (ii) the Borrower elects to treat Securitization Transactions as Indebtedness after the Revolving Effective Date (it being understood that, as of the Revolving Effective Date, Securitization Transactions do not constitute Indebtedness), Indebtedness of Subsidiaries in respect of Securitization Transactions in an aggregate amount at any time not to exceed $1,000,000,000, (e) any Indebtedness of a Subsidiary owed to the Borrower or another wholly-owned Subsidiary, (iif) immediately before and after such Person becomes a Subsidiaryany Indebtedness owing by the Controlled Affiliates of Xxxxxx XX, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f)LLC, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) any Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 6.06 owed by a Subsidiary organized under the laws of Canada or any province thereof not to exceed C$1,000,000,000 in the aggregate at any time, (h) any Indebtedness that constitutes Project Financing in an aggregate principal amount at any time outstanding not to exceed $1,000,000,000 and (or, i) any Guarantees by The Premcor Refining Group Inc. of Indebtedness of the Borrower) at any time to exceed 5% of Borrower’s Consolidated Net Worth; including in any case (subject to the case exceptions contained in clause (i) above) any Guarantee by a Subsidiary of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Indebtedness of the Borrower and its Subsidiaries secured by Liens pursuant other than Indebtedness owing to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worththe Lenders or the Administrative Agent.

Subsidiary Indebtedness. With respect (a) Permit any Subsidiary to the Subsidiariesenter into, directly or indirectly, issue, incur, create, issue, assume or permit to exist Guarantee any Indebtedness or preferred stock, except: unless (aA) Indebtedness or preferred stock existing the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Effective Date Administrative Agent and having an aggregate principal amount (or, in B) at the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case time of any incurrence of such Indebtedness, any extensions, renewals or replacements thereof to the extent sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to of Subsidiaries (including the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness principal amount of any Subsidiary incurred to finance Guarantee of the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Obligations but excluding Indebtedness that do not increase the outstanding principal amount thereof; provided that permitted by clauses (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and through (iiv) below), plus (y) the aggregate outstanding principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant in reliance on Section 6.01(n), 6.01(o) or 6.01(p) or the final proviso to Section 7.02(l6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and then outstandingany refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (ii) any Indebtedness in effect as of the Effective Date that is listed on Schedule 3 (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Section 6.01(m), not to exceed 15% $500,000,000 in principal amount at any one time outstanding, (iv) Indebtedness of Consolidated Net Wortha Subsidiary to the Borrower or another Subsidiary and (v) Verizon Acquisition Debt, subject to compliance with Section 6.01(n). (b) Notwithstanding the foregoing, permit Frontier North and any of its Subsidiaries to enter into, directly or indirectly, issue, incur, assume or Guarantee any Indebtedness except (i) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of Frontier North, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of Frontier North (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (ii) any Indebtedness in effect as of the Effective Date (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (iii) additional Indebtedness not to exceed $250,000,000 in principal amount at any one time outstanding, (iv) Indebtedness of Frontier North or any of its Subsidiaries to the Borrower or another of the Borrower’s Subsidiaries and (v) Indebtedness issued, incurred, assumed or Guaranteed at any time when both (x) the bridge loan commitments provided for in the Commitment Letter, dated as of February 5, 2015, as amended by those certain Joinder Agreements, each dated February 14, 2015, by and among X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and the Borrower, have been terminated and (y) no Indebtedness secured by a Lien on the assets or equity interests of Frontier North pursuant to Section 6.01(p) is outstanding.

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount (or, in Subsidiaries under the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSubsidiary Guaranty; (b) Indebtedness created or existing hereunderin respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, provided such Indebtedness is not incurred by the Borrower in violation of this Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding constituting Contingent Obligations permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth6.05; (e) Capital Lease Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations in an aggregate principal amount at any time outstanding, when combined with on terms reasonably satisfactory to the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net WorthAdministrative Agent; (f) Indebtedness in respect of obligations under Swap Agreements permitted under Section 6.15; (g) Indebtedness with respect to surety, appeal and performance bonds obtained by any of the Borrower’s Subsidiaries in the ordinary course of business; (h) Indebtedness incurred pursuant to the Dutch Credit Agreement; (i) Indebtedness incurred in connection with any Permitted Receivables Facility; (j) Indebtedness under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (k) Indebtedness of any Person Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (l) Separation Obligations; and (m) Other Indebtedness in addition to that becomes a Subsidiary after referred to elsewhere in this Section 6.01 incurred by the Effective DateBorrower’s Subsidiaries; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of no Default or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Borrower’s Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (a), (b), (e), (f), (h), (i), (j) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gl) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount 6.01) shall not at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations exceed 25% of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Borrower’s Consolidated Net WorthTotal Capitalization.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Second Amendment and Restatement Effective Date and having an aggregate a principal amount (or, in the case of preferred stock, an aggregate a liquidation preference) of ), in each case less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon;; 68 (b) Indebtedness created or existing hereunder; ; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; ; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed the greater of (x) $750,000,000 and (y) 15% of Consolidated Net Worth; ; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date Company and having an aggregate principal amount the Borrowers under this Agreement and the Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Company in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(e); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary to any wholly‑owned Subsidiary, (b) the Company to any wholly‑owned Subsidiary, (c) Xxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Subsidiary Guarantors to Xxxxxx CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations which are not prohibited under Section 7.3(o); (bvii) Indebtedness created or existing hereunderwith respect to surety, appeal and performance bonds and Performance Letters of Credit (under and as defined in this Agreement and the Revolving Credit Facility) obtained by any of the Company’s Subsidiaries in the ordinary course of business; (cviii) intercompany Indebtedness evidenced by letters of credit, bank guarantees or preferred stock other similar instruments in an aggregate face amount not to exceed at any time $150,000,000 issued in the extent owing ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or held by the Borrower or another Subsidiaryother similar instruments; (da) Permitted Existing Indebtedness of any Subsidiary and (b) other Indebtedness, in addition to that referred to elsewhere in this Section 7.3(a), incurred to finance by the acquisitionCompany’s Subsidiaries, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(dby the Company’s Subsidiaries under this clause (ix)(b) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not at any time exceed 15% of Consolidated Net Worth$50,000,000; (gx) Indebtedness of The Xxxx Group Inc. or any of its Subsidiaries existing on the Transaction Closing Date and permitted under performance bonds or with the Transaction Agreement; (xi) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Revolving Credit Agreement (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to workers’ compensation claimsthe Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; (xii) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Term Facility (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in each case incurred in the ordinary course right of businesspayment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; and (hxiii) additional Indebtedness (including attributable Indebtedness of the Company and any Subsidiary Guarantor in respect of Sale the Takeout Financing (and Leaseback Transactions) or preferred stock any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in right of payment (other than pursuant to the terms of the Subsidiaries Escrow Agreement (as defined in the Note Purchase Agreement) with respect to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(lEscrowed Proceeds) and then outstanding, is not to exceed 15% of Consolidated Net Worthguaranteed by any Subsidiary that is not a Subsidiary Guarantor.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) (i) Indebtedness under the Loan Documents or, with respect to any Loan Party, under Guaranteed Cash Management Agreement or preferred stock existing Guaranteed Hedge Agreement, and (ii) to the extent a Subsidiary is also a Guarantor, Indebtedness of such Subsidiary under Guarantees of the Senior Notes and the High Yield Notes and Guarantees of other unsecured Indebtedness of the Borrower; (b) Indebtedness outstanding on the Effective Restatement Date and having an aggregate principal amount (orlisted on Schedule 7.03 and any refinancings, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensionsrefundings, renewals or replacements thereof to extensions thereof; provided that the extent the principal amount of such Indebtedness is not increasedincreased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or any existing hereundercommitments unutilized thereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness in respect of any Subsidiary incurred to finance the acquisitioncapital leases, construction or improvement of any Synthetic Lease Obligations and purchase money obligations for fixed or capital assetsassets within the limitations set forth in Section 7.01(j); provided, and extensionshowever, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of all such Indebtedness at any one time outstanding outstanding, when taken together with all Indebtedness permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e7.03(d) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 1510% of Consolidated Net WorthTangible Assets; (d) Acquired Indebtedness; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding, when taken together with all Indebtedness permitted by Section 7.03(c) then outstanding, shall not exceed 10% of Consolidated Tangible Assets; (e) Capital Lease Indebtedness of any Subsidiary owing to the Borrower or any wholly-owned Subsidiary of the Borrower; provided, that any such Indebtedness of any Guarantor shall be to the Borrower or another Guarantor or subordinate to the payment in full in cash of the Obligations on terms and conditions acceptable to the Administrative Agent in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worthits sole discretion; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth;any Permitted Securitization Facility; and (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an 7.03 the aggregate principal outstanding amount of which, when taken together with the aggregate outstanding amount of Indebtedness of the Borrower secured by a Lien permitted by Section 7.01(n), does not at any time exceed $50,000,000 less the aggregate outstanding (or, Sale and Leaseback Permitted Amount from Sale and Leaseback Transactions consummated in the case of preferred stock, accordance with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth7.13.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on under the Effective Date and having an aggregate principal amount Rockwood Notes (or, in including the case of preferred stock, an aggregate liquidation preferenceGuarantees thereof) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of so long as such Indebtedness is not increased, and such Indebtedness, if subordinated to redeemed with the Obligations, remains so subordinated on terms no less favorable to proceeds of the Lenders, Loans in accordance with Section 6.11 (and the original obligors in respect of such Indebtedness remain the only obligors thereon;related Guarantees are released upon redemption). (b) intercompany Indebtedness created among the Borrower and its Subsidiaries or existing hereunderamong Subsidiaries; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after to the Effective Date; provided that (i) extent such Indebtedness exists is existing at the time such Person becomes a Subsidiary member of the Consolidated Group and, any refinancings, replacements or extensions thereof so long as the amount of such Indebtedness, plus any accrued and unpaid interest, plus any reasonable penalty, premium or defeasance costs and reasonable fees and expenses incurred in connection with such refinancings, replacements or extensions, is not increased at the time of such refinancing, replacement or extension, provided that such (i) Indebtedness is not created in contemplation of or in connection with such Person becoming a Subsidiary, thereof and (ii) immediately before and after the scope of obligors liable for such Person becomes a Indebtedness is not increased; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, no Event or changes in the value of Default securities issued by such Person, and not for purposes of speculation or Default taking a “market view”; and (e) other Indebtedness, provided that the aggregate outstanding principal amount of such Indebtedness shall have occurred and be continuing and not exceed the difference between (iiii) 20% of Consolidated Net Worth minus (ii) the aggregate outstanding principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to permitted by Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth7.01(q).

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist No Subsidiary of US Borrower will incur any Indebtedness or preferred stock, exceptother than: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Guaranties by Guarantors of, and the incurrence of obligations by Guarantors as a co-obligor on (as distinguished from, and in addition to incurring such obligation as, a guarantor of), Indebtedness created of US Borrower or existing hereunderany other Restricted Person, the incurrence of which did not result in a Default or an Event of Default; (c) intercompany Indebtedness or preferred stock of Plains Marketing pursuant to the extent owing Contango Credit Agreement in an aggregate principal amount not to or held by the Borrower or another Subsidiaryexceed at any time outstanding $500,000,000; (d) Indebtedness of any Subsidiary incurred Restricted Person owing to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthanother Restricted Person; (e) Capital Lease Obligations Indebtedness of any Subsidiary described in an aggregate principal amount at any time outstandingclause (b) of the definition of "Indebtedness" that is determinable but not yet earned; provided, when combined with US Borrower reasonably contemplates that such Indebtedness will be repaid from the aggregate principal amount proceeds of all Indebtedness incurred pursuant one or more advances made by US Borrower to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worthsuch Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary acquired (including acquisition by merger, consolidation or amalgamation) after the Effective Date; provided that (i) date hereof by a Restricted Person, which Indebtedness was incurred by such Indebtedness exists at Subsidiary before the time of such Person becomes a Subsidiary acquisition, merger, consolidation or amalgamation, and is was not created in contemplation of or in connection thereof; provided, that contemporaneously with such Person becoming acquisition, merger, consolidation or amalgamation, and so long as no adverse tax and/or regulatory consequences are caused thereby, such Subsidiary shall be a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event Guarantor subject to the provisions of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth;6.9; and (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by described in the foregoing clauses of this Section 7.01 (a) through (f) owing by any one or more Guarantors in an aggregate principal amount not to exceed at any time outstanding the greater of (or, in the case of preferred stock, with an aggregate liquidation preference), when combined A) $100,000,000 and (without duplicationB) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(lfifteen percent (15%) and then outstanding, not to exceed 15% of Consolidated Tangible Net Worth.

Subsidiary Indebtedness. With respect to the SubsidiariesThe Company shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon[reserved]; (b) Indebtedness created or existing hereunderof the Company under the Loan Documents; (c) intercompany Indebtedness or preferred stock to outstanding on the extent owing to or held by the Borrower or another SubsidiarySecond Amendment Effective Date and any Permitted Refinancing thereof; (d) Guarantees by a Restricted Subsidiary in respect of Indebtedness of any Subsidiary incurred to finance another Restricted Company otherwise permitted hereunder (including, for the acquisitionavoidance of doubt, construction or improvement unsecured Guarantees in respect of any fixed or capital assets, and extensions, renewals and replacements the obligations of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding Securitization Vehicle under a Securitization Financing permitted by this Section 7.01(d7.03(u), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth); (e) Capital Lease Obligations in Indebtedness of a Restricted Subsidiary that constitutes an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Investment permitted by Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth7.02; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth[reserved]; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the any Restricted Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, together with the outstanding principal amount of Indebtedness and other obligations secured in the case of preferred stock, with an aggregate liquidation preferencereliance on Section 7.01(w), when combined but without duplication thereof) that does not exceed the greater of (without duplicationi) with the amount of obligations of the Borrower $500,000,000 and its Subsidiaries secured by Liens pursuant to Section 7.02(l(ii) and then outstanding, not to exceed 15% of Consolidated Net WorthShareholders’ Equity; (h) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing of any such Indebtedness; (i) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (j) Indebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.06; (k) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; (l) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (p) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (q) [reserved]; (r) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (s) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (t) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions; (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Vehicle (a “Securitization Financing”); provided that (A) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time encumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any Restricted Subsidiary of the obligations of the Securitization Vehicle under a Securitization Financing; (v) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), or 7.01(q); (w) Indebtedness secured by Liens permitted pursuant to Section 7.01(w); (x) [reserved]; (y) [reserved]; and (z) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (y) above.

Subsidiary Indebtedness. With respect The Company will not permit any of its Subsidiaries to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSubsidiary Guaranty; (b) Indebtedness created or existing hereunderon the date of this Agreement and described on Schedule 6.01; (c) intercompany Indebtedness or preferred stock secured by Liens permitted pursuant to the extent owing to or held by the Borrower or another Subsidiaryterms of Section 6.02(a)(iii); (d) Indebtedness of a Subsidiary owing to the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthother Subsidiary; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount Indebtedness resulting from Guarantees by Guarantors of all Permitted Pari Passu Indebtedness incurred pursuant to and other Indebtedness otherwise expressly permitted by this Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth6.01; (f) Indebtedness arising from the renewal or extension of any Person that becomes a Subsidiary after the Effective Date; Indebtedness described in clauses (b) and (c) above, provided that (i) the amount of such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthextension; (g) Indebtedness under performance bonds owing by a Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with respect to workers’ compensation claimsa Subsidiary, in each case which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the ordinary course time permitted pursuant to the terms of businessSection 6.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary); (h) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; and (i) Other unsecured Indebtedness of any Subsidiaries not described in clauses (a) through (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 above in an aggregate principal amount outstanding at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed fifteen percent (15% %) of Consolidated Net WorthWorth as at the end of the Company’s most recently ended Fiscal Quarter for which financial statements have been made available, or are required to have been made available, to the Administrative Agent.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary that is a Subject Entity at any time to the Subsidiariescreate, assume, incur, createguarantee or otherwise be or become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcept for: (a) (i) any Guaranty by any Subsidiary Guarantor of Indebtedness (x) of the Company outstanding under a Credit Facility or preferred stock existing on the Effective Date under a Swap Contract or (y) of a Subsidiary under a Swap Contract and having an aggregate principal amount (orii) any other Indebtedness of any Subsidiary Guarantor (provided that, in the case of preferred stockthis clause (ii), an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any Subsidiary Guarantee Conditions have been satisfied with respect to such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSubsidiary Guarantor); (b) Indebtedness created of any Person which becomes a Subsidiary after the date of Closing which (i) is outstanding on the date such Person becomes a Subsidiary and (ii) is not incurred, extended or existing hereunderrenewed in contemplation of such Person becoming Subsidiary; (c) intercompany Indebtedness or preferred stock of any Subsidiary owing to the extent owing to Company, a Subsidiary Guarantor or held by the Borrower or another a Wholly-Owned Subsidiary; (d) Indebtedness of any Subsidiary incurred that is outstanding as of the date of this Agreement; and (e) any Indebtedness in addition to finance that described in clauses (a) through (d) above, provided that, upon the acquisitionincurrence of such Indebtedness, construction or improvement the sum (without duplication) of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such the aggregate amount of all Indebtedness is incurred prior of the Company and any Subject Entities secured by Xxxxx permitted pursuant to or within 180 days after such acquisition or the completion of such construction or improvement Section 10.6(p) and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred of any Subsidiaries permitted pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(de) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 155% of Consolidated Net Worth; (g) Shareholders’ Equity. Any Subsidiary Guarantor that shall cease to be a Subsidiary Guarantor shall be deemed to have incurred all of its outstanding Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses for purposes of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in 10.5 on the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant date it shall so cease to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthbe a Subsidiary Guarantor.

Subsidiary Indebtedness. With respect The Borrower will not permit any Domestic Subsidiary that is not an Obligor to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount described in Schedule 7.01 (orand any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), in and Indebtedness the case proceeds of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any which are used solely to refinance such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock referred to in, and secured by Liens permitted under, Section 7.02(e); (i) Indebtedness incurred solely to finance the extent owing to or held acquisition of real property by the Borrower or another any Domestic Subsidiary; (d) , and any Indebtedness of any such Domestic Subsidiary incurred the proceeds of which are used solely to finance the acquisitionrefinance such Indebtedness, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (iiA) the aggregate principal amount of any such Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall does not exceed 15% the cost of Consolidated Net Worthacquisition of such real property and (B) if such Indebtedness is secured, the Liens resulting therefrom are permitted under Section 7.02(c); and (ii) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(d); (e) Capital Lease Obligations Indebtedness in an respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate principal amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, when combined with provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that in reliance on this clause (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined together with the aggregate principal amount of all any such Indebtedness to be created, incurred pursuant to Section 7.01(dor assumed in reliance on this clause (i)) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall does not exceed 15the greater of (i) $250,000,000 and (ii) 5.0% of Consolidated Tangible Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock Worth as of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Effective Date or as of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstandingdate such Indebtedness is created, not to exceed 15% of Consolidated Net Worthincurred or assumed, as applicable.

Subsidiary Indebtedness. With respect Permit any Subsidiary of the Borrower to the Subsidiaries, incur, create, issue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, Loan Party pursuant to any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonLoan Document; (b) Indebtedness created of any Subsidiary to the Borrower or existing hereunderany other Subsidiary; (c) intercompany Indebtedness or preferred stock to Guarantee Obligations incurred in the extent owing to or held ordinary course of business by any Subsidiary of the Borrower or another Subsidiaryof obligations of any other Subsidiary of the Borrower; (d) Indebtedness of outstanding on the date hereof and listed on Schedule 6.2(d) and any Subsidiary incurred to finance the acquisitionrefinancings, construction or improvement of any fixed or capital assets, and extensionsrefundings, renewals and replacements of any such Indebtedness that do not increase or extensions thereof (without increasing, or shortening the outstanding maturity of, the principal amount thereof); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 6.3(g) in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion aggregate principal amount of such construction or improvement and (ii) Indebtedness, together with the aggregate principal amount of Indebtedness at any time outstanding permitted by under clauses (h), (i) and (j) of this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding6.2, shall not exceed 1520% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount Worth at any one time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Original Closing Date; provided that (i) 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, Subsidiary and (ii) immediately before and after giving pro forma effect to the incurrence of such Person becomes a SubsidiaryIndebtedness, no Default or Event of Default or Default shall have occurred and be continuing and continuing; (iiig) Indebtedness arising from Swap Agreements entered into to hedge or mitigate risks to which any Group Member has actual exposure or otherwise entered into for non-speculative purposes; (h) Indebtedness incurred by any Foreign Subsidiary after the Original Closing Date in connection with an acquisition by such Foreign Subsidiary otherwise permitted by this Agreement; provided that the aggregate principal amount of Indebtedness at any time outstanding incurred by Foreign Subsidiaries in connection with such permitted by this clause (f)acquisitions after the Original Closing Date, when combined together with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(dpermitted under clauses (e), (i) and then outstanding and all Capital Lease Obligations incurred pursuant to (j) of this Section 7.01(e) and then outstanding6.2, shall not exceed 1520% of Consolidated Net WorthWorth at any one time outstanding; (gi) Indebtedness of any Subsidiary in connection with the New Campus Financing after the Original Closing Date; provided that the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of Indebtedness permitted under clauses (e), (h) and (j) of this Section 6.2, shall not exceed 20% of Consolidated Net Worth at any one time outstanding; (j) Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any guarantees (other than for borrowed money), warranty or contractual service obligations, performance, surety, statutory appeal, bid, prepayment guaranty, payment (other than payment of Indebtedness) or completion of performance guarantees or performance bonds or with similar obligations incurred in the ordinary course of business; (k) Indebtedness in respect of letters of credit, bank guarantees, performance bonds and similar instruments issued to workers’ compensation claimslandlords and to customs, in each case incurred import, trade tax and other similar foreign authorities in the ordinary course of business; and (hl) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Borrower’s Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplicationfor all such Subsidiaries) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 1510% of Consolidated Net WorthWorth at any one time outstanding; provided that the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of Indebtedness permitted under clauses (e), (h) and (i) of this Section 6.2, shall not exceed 20% of Consolidated Net Worth at any one time outstanding.

Subsidiary Indebtedness. With respect Permit any Subsidiary that is not a Subsidiary Guarantor to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock existing on created under the Effective Date Loan Documents, (ii) the obligations and having an aggregate principal amount any other Indebtedness under the Revolving Facility, (or, in iii) the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in obligations and any other Indebtedness under the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increasedTerm Loan Facility, and such Indebtedness, if subordinated to (iv) the Obligations, remains so subordinated on terms no less favorable to obligations and any other Indebtedness under the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonNew Bond Indenture; (b) Indebtedness created existing on the Effective Date (or, upon the date of the consummation of the CheckFree Acquisition, on such date) and set forth on Schedule 6.01 (including any extensions, renewals, refinancings, amendments, supplements, refundings, modifications or existing hereunderreplacements of such Indebtedness, to the extent that the principal amount thereof shall not be increased); (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryin respect of capital and operating leases, and Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness in connection with the Acquisition of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at Indebtedness to the Borrower or any time outstandingSubsidiary, when combined with and Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the aggregate principal amount of all Borrower to the extent that such Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, is not to exceed 15% of Consolidated Net Worth;prohibited hereby; and (f) Indebtedness of any Person that becomes a Subsidiary other Indebtedness, provided that, immediately after the Effective Date; provided that (i) 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 Subsidiarygiving effect thereto, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount sum of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with under this Section 6.01(f) (i) would not exceed 15.0% of Net Worth and (ii) to the amount of obligations of the Borrower and its Subsidiaries extent secured by Liens pursuant to Liens, would be permitted under Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth6.02(r).

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Restricted Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on the Initial Effective Date (including, for the avoidance of doubt, the Permitted Surviving Indebtedness), (ii) Indebtedness incurred or assumed after the date hereof but on or before the Effective Date (giving effect to the Transactions) to the extent permitted by the Master Agreement as in effect on the Initial Effective Date and having an aggregate principal amount without giving effect to any consent thereunder (orincluding, in for the case avoidance of preferred stockdoubt, an aggregate liquidation preferencethe Permitted Surviving Indebtedness) of less than $25,000,000 in the aggregate andand (iii) modifications, in the case of any such Indebtedness, any extensions, renewals renewals, replacements or replacements thereof to the extent the principal amount refinancings of such Indebtedness (other than modifications, extensions, renewals, replacements or refinancings of Indebtedness described in clause (i) above that are consummated after the Effective Date unless such Indebtedness constitutes Permitted Surviving Indebtedness or is not increased, and such Indebtedness, if subordinated incidental to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect operations of such Indebtedness remain the only obligors thereon; (ba Restricted Subsidiary) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided ; (b) Indebtedness of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) Indebtedness of any Restricted Subsidiary that guarantees the Obligations pursuant to a Guarantee Agreement; (id) such Indebtedness is incurred prior to Any Specified Non-Recourse Debt or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding securitization transaction permitted by this Section 7.01(d7.01(m), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations Indebtedness in an aggregate principal amount at any time outstanding, when combined with respect of letters of credit issued for the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness account of any Person that becomes a Restricted Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (hf) additional Other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of Restricted Subsidiaries that are not Guarantors, so long as the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount thereof does not exceed at any time outstanding an amount equal to (orx) $1,500,000,000 less (y) the amount, in the case if any, of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries Indebtedness secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth7.01(q).

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary, except: (a) Indebtedness or preferred stock existing under the Loan Documents; (b) Indebtedness outstanding on the Effective Execution Date and having an aggregate principal amount (orlisted on Schedule 7.03 and any refinancings, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensionsrefundings, renewals or replacements extensions thereof to with Indebtedness of a similar type; provided that the extent the principal amount of such Indebtedness is not increasedincreased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or any existing hereundercommitments unutilized thereunder; (c) intercompany Guarantees of any Subsidiary in respect of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another otherwise permitted hereunder of any wholly-owned Subsidiary; (d) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness at any time non-defaulting party from its obligation to make payments on outstanding permitted by this Section 7.01(d), when combined with transactions to the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthdefaulting party; (e) Capital Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000; (f) other Indebtedness in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Tangible Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness Worth at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness of foreign Subsidiaries under performance bonds daylight or overnight overdraft facilities with respect to workers’ compensation claims, in each case incurred in the ordinary course of businesslocal lenders; and (h) additional Intercompany Indebtedness (including attributable Indebtedness in respect of Sale between one Subsidiary and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of another and between the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthany Subsidiary.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (ai) any Indebtedness secured by liens permitted by Section 6.04(j) or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such any capital leases resulting from Sale and Leaseback Transactions permitted by Section 6.08; and any Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held secured by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisitionliens permitted by Section 6.04(m), construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) so long as the aggregate principal amount outstanding of all Indebtedness at any time outstanding of the Company and its Subsidiaries secured by liens permitted by this under Section 7.01(d), when combined with 6.04(m) plus the aggregate principal amount book value of all Capital Lease Obligations incurred pursuant to the property leased by the Company or any of its Subsidiaries that is the subject of Sale and Leaseback Transactions under clause (ii) of Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, 6.08 shall not exceed 15% of Consolidated Tangible Net WorthWorth of the Company at any time; (eii) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with Indebtedness of the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net WorthLoan Parties under the Loan Documents; (fiii) Indebtedness or any refinancing thereof of any Subsidiary existing on the date hereof; (iv) Indebtedness of any Person that Subsidiary existing on the date it becomes a Subsidiary after the Effective Date; provided that (i) so long as such Indebtedness exists at the time such Person becomes a Subsidiary and is was not created incurred in contemplation of or in connection with such Person Subsidiary becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gv) Indebtedness under performance bonds of any Subsidiary to the Company or with respect to workers’ compensation claims, in each case a Wholly Owned Subsidiary of the Company; (vi) Indebtedness incurred in the ordinary course of businessbusiness in connection with supermarket leases that constitute Capitalized Lease Obligations and in which the lessee is a Guarantor; (vii) Indebtedness of A&P Canada incurred in respect of the commercial paper issued by it; provided, however, that the aggregate amount of Indebtedness incurred pursuant to this clause (vii) shall not at any time exceed the amount of the unused portion of the Total Canadian Commitment at such time; and (hviii) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of other Indebtedness, provided that the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding of all such other Indebtedness of all Subsidiaries (or, in the case of preferred stock, with an aggregate liquidation preferenceexcluding amounts permitted under clauses (i) through (vii) above) does not exceed U.S.$50,000,000 (or its equivalent), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Company will not permit any of its Subsidiaries to the Subsidiaries, incurcontract, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (i) Indebtedness arising under this Agreement, the Notes and the other Note Documents; (ii) purchase money Indebtedness (including obligations in respect of Capital Leases) or any Synthetic Leases hereafter incurred to finance the purchase of fixed assets; provided that (a) such Indebtedness or preferred stock existing on when incurred shall not exceed the Effective Date purchase price of the asset(s) financed and having an aggregate (b) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (orexcept by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in the case of preferred stockconnection with such refinancing); (iii) Indebtedness set forth in Schedule 6A and any renewals, an aggregate liquidation preference) of less than $25,000,000 in the aggregate andrefinancings, in the case of any such Indebtedness, any extensions, renewals extensions or replacements thereof (without increasing the amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder); (iv) obligations in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (v) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations; (vi) other Indebtedness, provided that the extent the aggregate outstanding principal amount of such Indebtedness is at the time incurred shall not increasedexceed the difference between (a) 15% of Consolidated Tangible Assets of the Company and its Subsidiaries, and such Indebtedness, if subordinated computed as of the end of the most recent fiscal quarter of the Company for which financial statements were required to the Obligations, remains so subordinated on terms no less favorable be delivered pursuant to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; paragraph 5A(i) or 5A(ii) minus (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate outstanding principal amount of Indebtedness at any time outstanding of the Company secured by Xxxxx permitted by this Section 7.01(d), when combined with clause (xxvii) of the aggregate principal amount definition of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net WorthPermitted Liens; (evii) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net WorthPermitted Government Revenue Bond Indebtedness; (fviii) Indebtedness in respect of Sale and Leaseback Transactions permitted by paragraph 6E; (ix) Guaranty Obligations of any Subsidiary in respect to Indebtedness of the Company or of another Subsidiary not prohibited hereunder so long as such Guaranty Obligations shall not be in favor of any Material Credit Facility unless the provisions of paragraph 5L have been satisfied; (x) Indebtedness of any Person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) provided, 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; (xi) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default arising under or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined in connection with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred cash management services in the ordinary course of business; and (hxii) additional Indebtedness (including attributable Indebtedness in respect of Sale indemnification obligations in connection with bonds and Leaseback Transactions) or preferred stock letters of credit related to self-insurance and insurance programs and policies of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower Company and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthSubsidiaries.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereondate hereof; (b) Indebtedness created of any Subsidiary to the Borrower or existing hereunderany Wholly-Owned Subsidiary; (c) intercompany any Indebtedness or preferred stock incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent owing to or held by the Borrower or another Subsidiaryamount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced, plus any interest, fees and premiums incurred in connection therewith; (d) Indebtedness consisting of any Subsidiary that certain $700,000,000 aggregate indebtedness of GMRI, Inc., a Florida corporation, to Xxxxxx Realty, Inc., a Maryland corporation, incurred to finance the acquisitionon January 28, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth1999; (e) Capital Lease Obligations in an aggregate principal amount at Guarantees by any time outstanding, when combined with Subsidiary of Indebtedness of the aggregate principal amount of all Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worthis permitted under this Agreement; (f) Indebtedness reimbursement obligations with respect to letters of any Person that becomes a Subsidiary after credit obtained in the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthbusiness; (g) Indebtedness under performance bonds or with in respect to workers’ compensation claims, in each case incurred in the ordinary course of businessCapital Leases; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of incurred after the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 Effective Date in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 1510% of Consolidated Tangible Net WorthWorth at the time such Indebtedness is incurred.

Subsidiary Indebtedness. With respect Permit any Subsidiary of Parent which is not a Borrower hereunder to the Subsidiaries, incur, create, issueassume, assume incur or permit suffer to exist any Indebtedness or preferred stock, exceptContingent Obligations with respect to Indebtedness other than: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonDefeased Debt; (b) secured Indebtedness created (including Capital Lease Obligations) and Contingent Obligations which are permitted by Sections 6.4(f) or existing hereunder6.4(g); (c) intercompany unsecured Indebtedness and Contingent Obligations which were created, assumed or preferred stock incurred by such Subsidiary prior to the extent owing to its acquisition by Parent and its Subsidiaries (and not in anticipation of such acquisition) but not any refinancings, renewals or held by the Borrower or another Subsidiaryextensions thereof; (d) Indebtedness letters of any Subsidiary incurred to finance the acquisitioncredit, construction or improvement surety bonds and other similar forms of any fixed or capital assets, and extensions, renewals and replacements of any credit enhancement for such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case Subsidiaries incurred in the ordinary course of their business; (e) Intercompany Debt, provided such Indebtedness is not subject to any Lien (other than Liens in favor of the Administrative Agent and the Lenders); (f) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness of Persons which are the counterparties to any management agreement, development agreement or other similar instruments to which such Management Companies are also party, provided that: (i) the assets of each Management Company issuing any such guarantees shall not exceed 1.0% of Net Tangible Assets at any time; and (ii) the aggregate amount of assets of all Management Companies issuing guarantees permitted by this Section 6.7(f) shall not exceed 5% of Net Tangible Assets at any time; (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness of Persons in which such Joint Venture Holding Companies own equity securities; provided that the other Persons owning such equity securities have also ratably guaranteed such Indebtedness; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount not to exceed $50,000,000 at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect to None of the SubsidiariesCompany’s Subsidiaries shall create, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, Borrower under this Agreement and the original obligors in respect of such Indebtedness remain Subsidiaries under the only obligors thereonSubsidiary Guaranty; (b) Indebtedness created or existing hereunderin respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, provided that such Indebtedness is not incurred by the Company in violation of this Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding constituting Contingent Obligations permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth7.05; (e) Capital Lease Obligations Unsecured Indebtedness arising from loans from (i) any Subsidiary to any wholly owned Subsidiary, (ii) the Company to any wholly owned Subsidiary, (iii) Xxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $100,000,000 at any time outstandingand (iv) any one or more Subsidiary Guarantors to Xxxxxx CBI, when combined with the Limited in an aggregate outstanding principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% $100,000,000; provided that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due to a Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of Consolidated Net Worththe Obligations on terms satisfactory to the Administrative Agent; (f) Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.13; (g) Indebtedness with respect to surety, appeal and performance bonds and Performance Letters of Credit (under and as defined in each of the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement) obtained by any Person that becomes a Subsidiary after of the Effective Date; provided that Company’s Subsidiaries in the ordinary course of business; (h) Indebtedness evidenced by letters of credit, bank guarantees or other similar instruments in an aggregate face amount not to exceed at any time $150,000,000 issued in the ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or other similar instruments; (i) such (i) Permitted Existing 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, (ii) immediately before and after such Person becomes a Subsidiaryother Indebtedness, in addition to that referred to elsewhere in this Section 7.01, incurred by the Company’s Subsidiaries, provided that no Default or Event of Default or Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Company’s Subsidiaries under this clause (i)(ii) shall not at any time exceed $100,000,000; (j) Indebtedness of The Xxxx Group Inc. or any of its Subsidiaries existing on the Closing Date and permitted under the Transaction Agreement; 68 67688554_7 (k) Indebtedness of the Borrower and any Subsidiary Guarantor in respect of (i) the Existing 2012 Term Loan Credit Agreement, (ii) the Existing 2013 Revolving Credit Agreement) and (iii) the aggregate principal amount of Indebtedness at Existing 2015 Revolving Credit Agreement (and any time outstanding permitted by this clause (fPermitted Refinancing in each case thereof), when combined with so long as such Indebtedness is not senior to the aggregate principal amount Obligations in right of all Indebtedness incurred pursuant to Section 7.01(d) payment and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall is not exceed 15% of Consolidated Net Worthguaranteed by any Subsidiary that is not a Subsidiary Guarantor; (gl) Indebtedness under performance bonds or with of any Subsidiary Guarantor in respect of the NPA Notes (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to workers’ compensation claims, the Obligations in each case incurred in the ordinary course right of businesspayment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; and (hm) additional Unsecured Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted incurred by the foregoing clauses of this Section 7.01 Borrower or any Subsidiary Guarantor and owing to a joint venture in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of which the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthor any Subsidiary Guarantor owns any interest.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (orset forth in Schedule 7.04 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created issued to the Borrower or existing hereunderany other Subsidiary; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthimprovement; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (fd) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, ; (iie) immediately before and after such Person becomes a Subsidiary, no Event Indebtedness as an account party in respect of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount trade letters of Indebtedness at any time outstanding permitted by this clause credit; (f) Indebtedness arising in connection with any Permitted Receivables Program (to the extent the sale by the applicable Subsidiary of its accounts receivable is deemed to be Indebtedness of such Subsidiary), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) performance, advance payment, warranty and bid guarantees and other similar guarantees of payment (other than in respect of Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)amount, when combined (without duplication) aggregated with the amount of obligations of the Borrower and its Subsidiaries all Indebtedness secured by Liens pursuant to permitted by Section 7.02(l) and then outstanding7.01(m), not to exceed exceeding the greater of (i) $100,000,000 or (ii) 15% of Consolidated Net WorthTangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Subsidiary Indebtedness. With respect The Borrower will not permit any of its Subsidiaries to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSubsidiary Guaranty; (b) Indebtedness created or under the 2006 Credit Agreement and other Indebtedness existing hereunderon the date of this Agreement and described on Schedule 6.01; (c) intercompany Indebtedness or preferred stock secured by Liens permitted pursuant to the extent owing to or held by the Borrower or another Subsidiaryterms of Section 6.02(a)(iii); (d) Indebtedness of a Subsidiary owing to the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthother Subsidiary; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount Indebtedness resulting from Guarantees by Guarantors of all Permitted Pari Passu Indebtedness incurred pursuant to and other Indebtedness otherwise expressly permitted by this Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth6.01; (f) Indebtedness arising from the renewal or extension of any Person that becomes a Subsidiary after the Effective Date; Indebtedness described in clauses (b) and (c) above, provided that (i) the amount of such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthextension; (g) Indebtedness under performance bonds owing by a Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with respect to workers’ compensation claimsa Subsidiary, in each case which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the ordinary course time permitted pursuant to the terms of businessSection 6.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary); (h) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; and (i) Other unsecured Indebtedness of any Subsidiaries not described in clauses (a) through (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 above in an aggregate principal amount outstanding at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed fifteen percent (15% %) of Consolidated Net WorthWorth as at the end of the Borrower’s most recently ended Fiscal Quarter for which financial statements have been made available, or are required to have been made available, to the Administrative Agent.

Subsidiary Indebtedness. With respect to the Subsidiaries, incurThe Company will not permit any Subsidiary to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (ai) the Obligations and any other Indebtedness created under the Loan Documents; (ii) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (orset forth in Schedule 6.01 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness with Indebtedness of a similar type that does not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (diii) Indebtedness of any Subsidiary to the Company or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; (v) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $300,000,000 at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (evi) Capital Lease Obligations Indebtedness as an account party in respect of letters of credit; and (vii) other Indebtedness in an aggregate principal amount not exceeding $100,000,000 at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the ObligationsLoans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e6.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding6.01(f), shall not exceed 15% of Consolidated Net Worth$150,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount at any time outstandingamount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and Section 7.01(f) and then outstanding6.01(f), not to exceed 15% in excess of Consolidated Net Worth$150,000,000 at any time outstanding; (f) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, (ii) immediately before and after such Person person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding6.01(e), shall not exceed 15% of Consolidated Net Worth$150,000,000 at any time outstanding; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactionssale-leaseback transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 6.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding6.02(j), not to exceed 15% of Consolidated Net Worth$150,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (ai) The obligations arising under the Loan Documents. (ii) Indebtedness or preferred stock existing on the Effective Closing Date and having described on Schedule 6.11, and Permitted Refinancing Indebtedness in respect thereof. (iii) Indebtedness owed (a) to the Company or any Guarantor by any Guarantor, (b) to any Subsidiary that is not a Guarantor by any other Subsidiary that is not a Guarantor, and (c) to the Company or any Guarantor by any Subsidiary that is not a Guarantor in an aggregate principal amount under this clause (c) not to exceed ten percent (10%) of the Company’s Consolidated Net Worth as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the case of preferred stock, financial statements identified in Section 5.4). (iv) Receivables Facility Attributed Indebtedness in an aggregate liquidation preferenceamount not to exceed $250,000,000. (v) Indebtedness in an aggregate amount not to exceed $50,000,000 incurred or assumed for the purpose of less than financing or refinancing all or any part of the cost of acquiring or constructing any specific fixed asset of such Subsidiary (including without limitation Capital Leases); provided, that such Indebtedness (a) is incurred (1) at a time when no Default or Unmatured Default has occurred and is continuing or would result from such incurrence and (2) within eighteen (18) months after the acquisition or construction of such fixed asset, and (b) does not exceed 100% of the total cost of such acquisition or construction (plus interest, fees and closing costs related thereto). (vi) Additional Indebtedness (including, without limitation, Indebtedness secured by Liens permitted under Section 6.13(xv)) in an aggregate amount not to exceed $25,000,000 150,000,000. (vii) Indebtedness of Zep Inc. for a period of time not to exceed 45 days and in an aggregate amount not to exceed $100,000,000 in connection with a credit agreement among Zep Inc., certain of its Subsidiaries, the aggregate andlenders party thereto and JPMorgan Chase Bank, in the case of any such IndebtednessNational Association, any extensions, renewals or replacements thereof as administrative agent thereunder to the extent entered into in anticipation of and substantially concurrently with the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon;Spin-Off Transaction. (bviii) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock of Zep Inc. for a period of time not to exceed 45 days and in an aggregate amount not to exceed $75,000,000 in connection with a receivables purchase financing among Zep Inc., certain of its Subsidiaries, the other parties thereto and Wachovia Bank, National Association, as administrator thereunder to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness entered into in anticipation of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined substantially concurrently with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthSpin-Off Transaction.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary, except: (a) Indebtedness or preferred stock existing under the Loan Documents; (b) Indebtedness outstanding on the Effective Date date hereof and having an aggregate principal amount (orlisted on Schedule 7.03 and any refinancings, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensionsrefundings, renewals or replacements extensions thereof to with Indebtedness of a similar type; provided that the extent the principal amount of such Indebtedness is not increasedincreased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or any existing hereundercommitments unutilized thereunder; (c) intercompany Guarantees of any Subsidiary in respect of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another otherwise permitted hereunder of any wholly-owned Subsidiary; (d) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a "market view;" and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness at any time non-defaulting party from its obligation to make payments on outstanding permitted by this Section 7.01(d), when combined with transactions to the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthdefaulting party; (e) Capital Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000; (f) other Indebtedness in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Tangible Net Worth; (f) Indebtedness of Worth at any Person that becomes a Subsidiary after the Effective Datetime outstanding; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate outstanding principal amount of secured Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worththe amount set forth in Section 7.01(n); (g) Indebtedness of foreign Subsidiaries under performance bonds daylight or overnight overdraft facilities with respect to workers’ compensation claims, in each case incurred in the ordinary course of businesslocal lenders; and (h) additional Intercompany Indebtedness (including attributable Indebtedness in respect of Sale between one Subsidiary and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of another and between the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worthany Subsidiary.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness or preferred stock existing outstanding on the Effective Closing Date and having an aggregate principal amount set forth on Schedule 7.03, including the Seller Financing, if any, (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of with respect to any such Indebtedness, any extensionsrenewals, renewals or replacements thereof to refinancings and extensions thereof); provided that (i) the extent the principal amount of such Indebtedness is not increasedincreased above the original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or any existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement commitments unutilized thereunder and (ii) the aggregate terms relating to principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(damount, amortization, maturity, collateral (if any) and subordination (if any), when combined with and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the aggregate principal amount Borrower and its Subsidiaries or the Lenders than the terms of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all the Indebtedness incurred pursuant to Section 7.01(f) and then outstandingbeing refinanced, shall not exceed 15% of Consolidated Net Worth;renewed or extended. (eb) Capital Lease Obligations in an aggregate principal amount at obligations (contingent or otherwise) existing or arising under any time outstandingSwap Contract, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that such obligations are (ior were) such Indebtedness exists at the time entered into by such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred for hedging purposes in the ordinary course of business; and, and not for purposes of speculation or taking a “market view”; (hc) additional (i) purchase money Indebtedness (including attributable Indebtedness obligations in respect of Sale capital leases and Leaseback TransactionsSynthetic Lease Obligations) or preferred stock hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred (including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by fixed assets and all renewals, refinancings and extensions thereof; provided that the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (ii) shall not exceed $60,000,000 at any one time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.;

Subsidiary Indebtedness. With respect to the SubsidiariesNo Subsidiary will create, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount set forth in schedule 6.01 attached to the Existing Credit Agreement (ora copy of which schedule is also attached hereto for convenience) and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon;thereof. (b) Indebtedness created of any Subsidiary to Guarantor or existing hereunder;any other Subsidiary. (c) intercompany Guarantees by any Subsidiary of Indebtedness of Guarantor or preferred stock of any other Subsidiary to the extent owing to or held by such Indebtedness is permitted under the Borrower or another Subsidiary;Obligation Documents and other material agreements governing the Indebtedness of Guarantor. (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 120 days after such acquisition or the completion of such construction or improvement improvement, and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d)clause (d) when aggregated (without duplication) with all Indebtedness incurred under clause (g) below, when combined with the aggregate principal amount of all Capital Lease Obligations incurred claims and obligations secured by Liens permitted pursuant to Section 7.01(eclauses (d) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth;of (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective DateApril 30, 1997; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause . (f), when combined with the aggregate principal amount ) Indebtedness of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% any Subsidiary as an account party in respect of Consolidated Net Worth;trade letters of credit. (g) Other unsecured Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount outstanding at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)that, when combined aggregated (without duplication) with all Indebtedness incurred under clause (d) above, with the aggregate amount of all claims and obligations of the Borrower and its Subsidiaries secured by Liens permitted pursuant to Section 7.02(lclauses (d) and then outstanding, (f) of Paragraph 3.02 and with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Paragraph 3.03 does not to exceed 1530% of Consolidated Net WorthTangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 of this Schedule. (i) Indebtedness of any Special Purpose Subsidiary; or (ii) Indebtedness of any other Subsidiary incurred by such Subsidiary in connection with the incurrence of Indebtedness by any Special Purpose Subsidiary.

Subsidiary Indebtedness. With respect to the SubsidiariesDirectly or indirectly create, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary, except: (a) Indebtedness or preferred stock existing under the Loan Documents; (b) Indebtedness outstanding on the Effective Closing Date and having an aggregate principal amount (orlisted on Schedule 7.02 and any refinancings, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensionsrefundings, renewals or replacements extensions thereof to with Indebtedness of a similar type; provided, that, the extent the principal amount of such Indebtedness is not increasedincreased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or any existing hereundercommitments unutilized thereunder; (c) intercompany Guarantees provided by any Subsidiary in respect of Indebtedness or preferred stock to the extent owing to or held of any wholly-owned Subsidiary otherwise permitted by the Borrower or another Subsidiarythis Section 7.02; (d) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, construction or improvement of any fixed or capital assetsprovided, and extensionsthat, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness at any time non-defaulting party from its obligation to make payments on outstanding permitted by this Section 7.01(d), when combined with transactions to the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthdefaulting party; (e) Capital Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in an aggregate principal amount at any time outstandingSection 7.01(i); provided, when combined with that, the aggregate principal amount of all such Indebtedness incurred pursuant to Section 7.01(d) and then at any one time outstanding and Section 7.01(f) and then outstanding, shall not to exceed 15% of Consolidated Net Worth$50,000,000; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of Foreign Subsidiaries under daylight or in connection overnight overdraft facilities with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worthlocal lenders; (g) intercompany Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in between one Subsidiary and another and between the ordinary course of businessBorrower and any Subsidiary; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an other Indebtedness; provided, that, that aggregate outstanding principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)such Indebtedness, when combined taken together (without duplication) with the aggregate outstanding principal amount of Indebtedness and other obligations of the Borrower and its Subsidiaries secured by Liens pursuant incurred in reliance on Section 7.01(p), shall not exceed an amount equal to Section 7.02(lthirty-five percent (35%) and then outstanding, not to exceed 15% of Consolidated Net Worth.. 77 CHAR1\1967948v4

Subsidiary Indebtedness. With respect Permit any Subsidiary that is not a Loan Party to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any liability for Indebtedness, except Indebtedness or preferred stockwhich, except: when aggregated with all Indebtedness of the Subsidiaries of the Company other than (a) any Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; undrawn trade letters of credit, (b) Indebtedness created or existing hereunder; under each Capital Lease, (c) intercompany Indebtedness or preferred stock of a Subsidiary owing to the extent owing Company or to or held by the Borrower or another Subsidiary; , (d) Indebtedness of any Person that becomes a Subsidiary incurred to finance after the acquisitiondate hereof andAmendment Effective Date and refinancings, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is not incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary of the Company, (iie) immediately before Indebtedness of any Subsidiary existing on the ClosingAmendment Effective Date as set forth in Schedule 7.02 and after such Person becomes a Subsidiaryany modification, no Event of Default replacements, renewals, refinancings or Default shall have occurred and be continuing extensions thereof, but not any increases in the amounts secured thereby and (iiif) other Indebtedness, together with Indebtedness of the aggregate principal amount other Subsidiaries of Indebtedness at any time outstanding the Company incurred, assumed or permitted by to exist pursuant to this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 that in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, that does not to exceed 155% of Consolidated Tangible Net Worth.

Subsidiary Indebtedness. With respect The Parent Borrower will not permit or cause any of its Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except:other than (without duplication): (ai) Indebtedness of the Subsidiary Borrower or preferred stock existing on any Guarantor in favor of the Effective Date Administrative Agent and having an aggregate principal amount the Lenders incurred under this Agreement and the other Credit Documents; (orii) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case to the case of preferred stockextent constituting Indebtedness; (iii) loans and advances by the Parent Borrower or any Subsidiary thereof to any Subsidiary thereof; provided that all secured Indebtedness permitted pursuant to this Section 7.2(iii) that is owed to any Person other than a Borrower or a Guarantor shall be secured by Liens permitted under Section 7.3(xiii); (iv) Indebtedness of, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the case Administrative Agent and capable of any such Indebtednessbeing marked to market on a daily basis) granted by, any extensionsClearing House Subsidiary from the Federal Reserve Discount Window or other central bank money market operations or other central securities depositories or external custodians or other credit providers in support of, renewals or replacements thereof related to, such Subsidiary’s clearing, depository and settlement business, or matters reasonably related or incidental thereto, to the extent not prohibited by applicable Governmental Authorities; provided that any such Indebtedness is not outstanding for longer than 30 days; (v) Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the principal Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary in respect of repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Hedge Agreements) entered into by such Clearing House Subsidiary in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto, or in the management of its liabilities; provided that the amount of such Indebtedness is outstanding at any time does not increasedexceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time, as the case may be; (vi) short-term Indebtedness of, and such Indebtednesssecured by a Lien on cash, if subordinated Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the ObligationsAdministrative Agent and capable of being marked to market on a daily basis) granted by, remains so subordinated on terms no less favorable any Clearing House Subsidiary in respect of any credit facility relating to the Lendersclearing, depository and settlement business of such Clearing House Subsidiary, and the original obligors purpose of which is to provide funding (A) to satisfy any outstanding obligations of any suspended or defaulted clearing member or participant (or any clearing member or participant that could be declared suspended or defaulted) to any Clearing House Subsidiary as provided in the applicable rules or standardized terms and conditions of the business operated by such Clearing House Subsidiary, (B) with respect to the transfer of positions and related margin from a suspended or defaulted clearing member or participant to another clearing member or participant, (C) to make a transfer in cash in respect of margin related to such Indebtedness remain suspended or defaulted clearing member’s or participant’s positions, (D) in the only obligors thereonevent of a liquidity constraint or default by a depositary of such Clearing House Subsidiary, (E) to facilitate the settlement of margin transactions associated with such Clearing House Subsidiary’s business activities or (F) for other matters reasonably related or incidental thereto; (bA) Indebtedness created that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or existing hereundersimilar obligation entered into or incurred by any Subsidiary that is a clearing house operator acting in its capacity as a central counterparty, (B) contingent liabilities in respect of any indemnification, adjustment of purchase price, noncompete, consulting, deferred compensation and similar obligations to the extent any such obligations constitute Indebtedness, (C) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Subsidiary drawn against insufficient funds in the ordinary course of business and (D) Indebtedness which finances workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self−insurance, in each case in the ordinary course of business; (cviii) intercompany Indebtedness secured by Liens permitted pursuant to Sections 7.3(i) through 7.3(vii), 7.3(ix) or preferred stock to the extent owing to or held by the Borrower or another Subsidiary7.3(xii); (dix) Indebtedness of the Subsidiary Borrower and any Guarantor; provided that all secured Indebtedness permitted pursuant to this Section 7.2(ix) shall be secured by Liens permitted under Section 7.3(xiii); and (x) other Indebtedness (secured or unsecured) of any Subsidiary incurred to finance of the acquisition, construction Parent Borrower (other than the Subsidiary Borrower or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofGuarantor); provided that (ix) at the time any such Indebtedness is incurred prior to or within 180 days after such acquisition or incurred, the completion sum of such construction or improvement and (ii1) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations Indebtedness permitted pursuant to this Section 7.2(x) and (2) all Indebtedness incurred by any Borrower or Guarantor secured by Liens permitted pursuant to Section 7.01(e7.3(xiii) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of the Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock Worth of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Parent Borrower and its Subsidiaries (to be determined on a Pro Forma Basis as of the end of the most recently ended fiscal quarter of the Parent Borrower for which financial statements have been delivered prior to the Closing Date or pursuant to Section 5.1(a) or 5.1(b)) and (y) all secured Indebtedness permitted pursuant to this Section 7.2(x) shall be secured by Liens pursuant to permitted under Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth7.3(xiii).

Subsidiary Indebtedness. With respect to the Subsidiaries, incurThe Borrower will not permit any of its Restricted Subsidiaries to, create, issueincur or assume, assume or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) (i) Indebtedness created with respect to Capital Lease Obligations and purchase money Indebtedness in an aggregate principal amount outstanding not to exceed, at the time of incurrence thereof, the greater of (x) $1,100,000,000 and (y) 10% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or existing hereunder(b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided that any such Indebtedness shall be secured only by the assets (including all accessions, attachments, improvements and the proceeds thereof) acquired, constructed or improved in connection with the incurrence of such Indebtedness; provided, however, that if any Indebtedness is incurred to extend, renew, refinance or replace any such Indebtedness initially incurred under this clause (b) in reliance on subclause (y) above and such incurrence would cause the amount permitted under subclause (y) above to be exceeded, such extensions, renewals, refinancings or replacements shall be permitted so long as the resulting Indebtedness is of a similar type and does not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred; (c) intercompany Indebtedness or preferred stock in an aggregate outstanding principal amount not to exceed, at the extent owing time of incurrence thereof, together with (without duplication) the aggregate amount of Liens outstanding at such time incurred pursuant to or held by Section 6.2(n), the greater of (x) $1,100,000,000 and (y) 10% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or another Subsidiary(b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided, however, that if any Indebtedness is incurred to extend, renew, refinance or replace any such Indebtedness initially incurred under this clause (c) in reliance on subclause (y) above and such incurrence would cause the amount permitted under subclause (y) above to be exceeded, such extensions, renewals, refinancings or replacements shall be permitted so long as the resulting Indebtedness is of a similar type and does not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to finance the acquisitionany appeal obligation, construction appeal bond or improvement letter of credit in respect of judgments that do not constitute an Event of Default under clause (k) of Article VIII; (f) Indebtedness in connection with cash management or custodial agreements, netting services, automatic clearinghouse arrangements, overdraft protections and other similar obligations in connection with deposit accounts and securities accounts and Indebtedness in connection with credit card, debit card or other similar cards or payment processing services; (g) Guarantees by a Restricted Subsidiary of Indebtedness of any fixed or capital assetsRestricted Subsidiary that is not a Guarantor with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations; (h) Indebtedness existing on the Restatement Effective Date and described in Schedule 6.1 to the Disclosure Letter and extensions, renewals renewals, refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensions, renewals, refinancings or replacements; (i) obligations under any Swap Agreement; provided that such obligations are entered into in order to effectively cap, collar or exchange interest rates (ifrom floating to fixed rates, from one floating rate to another floating rate or otherwise) such Indebtedness is incurred prior with respect to any interest-bearing liability or within 180 days after such acquisition investment of the Borrower or the completion of such construction any Restricted Subsidiary, or improvement and (ii) the aggregate principal amount of Indebtedness at to hedge currency exposure or to hedge energy costs or exposure, which, in any time outstanding permitted by this Section 7.01(d)case, when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall are not exceed 15% of Consolidated Net Worthentered into for speculative purposes; (ej) Capital Lease Obligations Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount ordinary course of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worthbusiness; (fk) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the Effective Datedate hereof pursuant to an Acquisition permitted hereunder; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (hm) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthRestricted Subsidiary that is a Guarantor.

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Borrower in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, and that if any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations permitted under Section 7.3(O); (bvii) Indebtedness created or existing hereunderwith respect to surety, appeal and performance bonds obtained by any of the Borrower’s Subsidiaries in the ordinary course of business; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dviii) Indebtedness of any Subsidiary incurred to finance in connection with the acquisitionReceivables Purchase Documents, construction or improvement of any fixed or capital assetsprovided, and extensions, renewals and replacements of any such that Receivables Facility Attributed Indebtedness that do incurred in connection therewith does not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) exceed $250,000,000 in the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth;; and (fix) Other Indebtedness of any Person in addition to that becomes a Subsidiary after referred to elsewhere in this Section 7.3(A) incurred by the Effective DateBorrower’s Subsidiaries; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Borrower’s Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (i), (ii), (v), (vi) and then outstanding, (viii) of this Section 7.3(A)) shall not at any time exceed 1525% of the Borrower’s Consolidated Net WorthTotal Capitalization; (gx) Indebtedness under performance bonds or with respect incurred pursuant to workers’ compensation claims, in each case incurred in the ordinary course of businessDutch Credit Agreement; and (hxi) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries incurred pursuant to the extent not otherwise permitted by Spinco High Yield Bond Financing so long as the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthSpinco High Yield Bond Conditions are satisfied.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the ObligationsLoans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder(i) hereunder or (ii) under the 364-Day Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e6.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding6.01(f), shall not exceed 15% of Consolidated Net Worth$100,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount at any time outstandingamount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and Section 7.01(f) and then outstanding6.01(f), not to exceed 15% in excess of Consolidated Net Worth$100,000,000 at any time outstanding; (f) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, (ii) immediately before and after such Person person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d6.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding6.01(e), shall not exceed 15% of Consolidated Net Worth$100,000,000 at any time outstanding; (g) Indebtedness under performance bonds or with respect to workers’ ' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 6.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding6.02(j), not to exceed 15% of Consolidated Net Worth$100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Company in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary, or (b) from the Company to any wholly-owned Subsidiary, 75 or (c) from Xxxxxxx Finance Company B.V., a Netherlands corporation and wholly-owned Subsidiary of the Borrower, to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $20,000,000 at any time; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations which are not prohibited under Section 7.3(O); (bvii) Indebtedness created or existing hereunderwith respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by any of the Company's Subsidiaries in the ordinary course of business; (cviii) intercompany Indebtedness (a) evidenced by letters of credit, bank guarantees or preferred stock other similar instruments in an aggregate face amount not to exceed at any time $35,000,000 issued in the extent owing ordinary course of business to secure obligations of the Company and its Subsidiaries under workers' compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or held other similar instruments, and (b) constituting payment or other obligations to Praxair or its Affiliates in respect of employee benefits under the Employee Benefits Disaffiliation Agreement dated January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended from time to time; and (ix) Other Indebtedness, including Permitted Existing Indebtedness, in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofCompany's Subsidiaries; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations by the Company's Subsidiaries (other than Indebtedness incurred pursuant to Section 7.01(eclauses (i), (ii), (iv), (v), (vi), (vii), (viii) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (gix) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount 7.3(A)) shall not at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth$20,000,000.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date date hereof and having an aggregate principal amount (orset forth in Schedule 6.04 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonthereof; (b) Indebtedness created issued to the Borrower or existing hereunderany other Subsidiary; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worthimprovement; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (fd) Indebtedness of any Person person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Indebtedness exists at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person person becoming a Subsidiary, ; (iie) immediately before and after such Person becomes a Subsidiary, no Event Indebtedness as an account party in respect of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount trade letters of Indebtedness at any time outstanding permitted by this clause credit; (f) Indebtedness arising in connection with any Permitted Receivables Program (to the extent the sale by the applicable Subsidiary of its accounts receivable is deemed to be Indebtedness of such Subsidiary), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) performance, advance payment, warranty and bid guarantees and other similar guarantees of payment (other than in respect of Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference)amount, when combined (without duplication) aggregated with the amount of obligations of the Borrower and its Subsidiaries all Indebtedness secured by Liens pursuant to permitted by Section 7.02(l) and then outstanding6.01(m), not to exceed exceeding the greater of (i) $100,000,000 outstanding or (ii) 15% of Consolidated Net WorthTangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 3.05(a) or 5.04(a) or (b), as the case may be.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Guarantor with respect to any Indebtedness of the Company, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of provided such Indebtedness is not increasedincurred by the Company in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary to any wholly-owned Subsidiary, (b) the Company to any wholly-owned Subsidiary, (c) Lxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Subsidiary Guarantors to Hxxxxx CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if any of the Company, the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness, if subordinated such Indebtedness may only be due either the Company, the Borrower or Subsidiary Guarantor and shall be expressly subordinate to the Obligations, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging Obligations which are not prohibited under Section 7.3(O); (vii) Indebtedness (a) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by any of the Company’s Subsidiaries in the ordinary course of business, and (b) Indebtedness created incurred or existing hereundermaintained by any of the Company’s Subsidiaries under the Letter of Credit Agreement; (cviii) intercompany Indebtedness (a) evidenced by letters of credit, bank guarantees or preferred stock other similar instruments in an aggregate face amount not to exceed at any time $60,000,000 issued in the extent owing ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or held by other similar instruments, and (b) constituting payment or other obligations to Praxair or its Affiliates in respect of employee benefits under the Borrower or another SubsidiaryEmployee Benefits Disaffiliation Agreement dated January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended from time to time; (dix) Indebtedness of any Subsidiary under the Credit Agreement and the other “Loan Documents” (as defined in the Credit Agreement); and (x) (a) Permitted Existing Indebtedness and (b) other Indebtedness, in addition to that referred to elsewhere in this Section 7.3(A), incurred to finance by the acquisitionCompany’s Subsidiaries, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and (iii) provided further that the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(dby the Company’s Subsidiaries under this clause (x)(b) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth$20,000,000.

Subsidiary Indebtedness. With The Company will not permit the aggregate principal amount of Indebtedness of its Subsidiaries other than the Subsidiary Guarantors (excluding Indebtedness under this Agreement, Indebtedness under Permitted Receivables Facilities and any Indebtedness of a Subsidiary owed to the Company or another Subsidiary, but including any Guarantee by a Subsidiary of Indebtedness of the Company (other than, with respect to Indebtedness of the SubsidiariesCompany existing as of the date of this Agreement, incurany Guarantee by a Non-Material Domestic Subsidiary of such Indebtedness of the Company)) at any time to exceed 10% of Consolidated Net Worth., and will not permit any Subsidiary to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Secured Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunderon the Amendment No. 2 Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) intercompany Indebtedness or preferred stock of the Company to any Subsidiary and of any Subsidiary to the extent owing Company or any other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Domestic Loan Party to any Domestic Loan Party or held by YRC Assurances Co. Ltd. (other than such Indebtedness outstanding as of the Borrower or another SubsidiaryAmendment No. 2 Effective Date and set forth on Schedule 6.13) shall be subject to the limitations set forth in Section 6.13(c) and (ii) Indebtedness of any Domestic Loan Party to any Subsidiary that is not a Domestic Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided that (i) the Indebtedness so guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Company or any Loan Party or YRC Assurances Co. Ltd. of Indebtedness of any Subsidiary that is not a Domestic Loan Party shall be subject to Section 6.13(c) and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofin accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within 180 ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(eclause (e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount $7,500,000 at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness which represents an extension, refinancing, or renewal of any Person that becomes a Subsidiary after of the Effective Date; provided that Indebtedness described in clauses (b), (e) and (i) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of increased except by an amount equal to any existing commitments unutilized thereunder or by an amount equal to a reasonable premium, and fees and expenses reasonably incurred, in connection with such Person becoming a Subsidiaryextension, refinancing or renewal, (ii) immediately before and after any Liens securing such Person becomes a SubsidiaryIndebtedness are not extended to any additional property of any Loan Party, no Event of Default or Default shall have occurred and be continuing and (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the aggregate principal amount average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms, taken as a whole, of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at any time outstanding permitted by this clause (f)least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstandingrenewed, shall not exceed 15% of Consolidated Net Worthor extended Indebtedness; (g) Indebtedness under performance bonds of the Company or any Subsidiary incurred pursuant to a Permitted Receivables Facility; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $500,000,000 at any time outstanding; (h) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit; (i) Indebtedness (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds for a period not more than five (5) Business Days after any Financial Officer has knowledge thereof and (ii) in respect of customary netting services and overdraft protections in connection with respect to workers’ compensation claimsdeposit accounts, in each case for clauses (i) and (ii) in the ordinary course of business; (j) Indebtedness incurred pursuant to Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (k) Indebtedness owed to (including obligations in respect of letters of credit for the benefit of) any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to Company or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person and incurred in the ordinary course of business; (l) Indebtedness of the Company and its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (m) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; (n) Indebtedness incurred in the ordinary course of business in connection with the financing of insurance premiums; (o) Attributable Debt or any other Capitalized Lease Obligations incurred in connection with Sale and Leaseback Transactions otherwise permitted under this Agreement; and (hp) additional other Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount not exceeding $30,000,000 at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariesenter into, directly or indirectly, issue, incur, create, issue, assume or permit to exist Guarantee any Indebtedness or preferred stock, except: unless (aA) Indebtedness or preferred stock existing the Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Effective Date Administrative Agent and having an aggregate principal amount (or, in B) at the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case time of any incurrence of such Indebtedness, any extensions, renewals or replacements thereof to the extent sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to of Subsidiaries (including the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness principal amount of any Subsidiary incurred to finance Guarantee of the acquisitionObligations but excluding Indebtedness permitted by clauses (1) through (4) below), construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that plus (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (iiy) the aggregate outstanding principal amount of Indebtedness at any time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) 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, (ii) immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant in reliance on clause (n), (o) or (q) of Section 7.1 or the final proviso to Section 7.02(l7.1, shall not exceed the Maximum Priority Amount at such time, except (1) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and then outstandingany refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (2) any Indebtedness in effect as of the Amendment Closing Date that is listed on Schedule 7.7 (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Section 7.1(m), not to exceed 15% $500,000,000 in principal amount at any one time outstanding and (4) Indebtedness of Consolidated Net Wortha Subsidiary to the Borrower or another Subsidiary. (R) Section 8.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Subsidiary Indebtedness. With respect to None of the SubsidiariesCompany’s Subsidiaries shall create, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on of the Effective Date and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, Borrowers under this Agreement and the original obligors in respect of such Indebtedness remain Subsidiaries under the only obligors thereon;Subsidiary Guaranty; 98 68208499_3 (b) Indebtedness created or existing hereunderin respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding constituting Contingent Obligations permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth7.05; (e) Capital Lease Obligations Unsecured Indebtedness arising from loans from (i) any Subsidiary to any wholly-owned Subsidiary, (ii) the Company to any wholly-owned Subsidiary, (iii) Xxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $100,000,000 at any time outstandingand (iv) any one or more Subsidiary Guarantors to Xxxxxx CBI, when combined with the Limited in an aggregate outstanding principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% $100,000,000; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due to a Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of Consolidated Net Worththe Obligations on terms satisfactory to the Administrative Agent; (f) Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.13; (g) Indebtedness with respect to surety, appeal and performance bonds and Performance Letters of Credit (under and as defined in this Agreement and the Existing Revolving Credit Agreement) obtained by any Person that becomes a Subsidiary after of the Effective Date; provided that Company’s Subsidiaries in the ordinary course of business; (h) Indebtedness evidenced by letters of credit, bank guarantees or other similar instruments in an aggregate face amount not to exceed at any time $150,000,000 issued in the ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or other similar instruments; (i) such (i) Permitted Existing 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, (ii) immediately before and after such Person becomes a Subsidiaryother Indebtedness, in addition to that referred to elsewhere in this Section 7.01, incurred by the Company’s Subsidiaries, provided that no Default or Event of Default or Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Company’s Subsidiaries under this clause (i)(ii) shall not at any time exceed $100,000,000; (j) Indebtedness of The Xxxx Group Inc. or any of its Subsidiaries existing on the Closing Date and permitted under the Transaction Agreement; (k) Indebtedness of the Initial Borrower and any Subsidiary Guarantor in respect of (i) the Existing 2012 Term Loan Credit Agreement, (ii) the Existing Revolving Credit Agreement and (iii) the aggregate principal amount of Indebtedness at Existing 2015 Term Loan Credit Agreement (and any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, Permitted Refinancing in each case incurred thereof), so long as such Indebtedness is not senior to the Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; 99 68208499_3 (l) Indebtedness of any Subsidiary Guarantor in respect of the ordinary course NPA Notes (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in right of businesspayment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; and (hm) additional Unsecured Indebtedness (including attributable Indebtedness incurred by any Borrower or any Subsidiary Guarantor and owing to a joint venture in respect of Sale and Leaseback Transactions) which any Borrower or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, not to exceed 15% of Consolidated Net WorthSubsidiary Guarantor owns any interest.