Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (i) [reserved]; (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not at any time permit Lessee any Subsidiary, other than the Company or any other Subsidiary to an SPV, to, directly or indirectly, create, incur, assume assume, guarantee, have outstanding, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (ia) [reserved]Indebtedness of a Subsidiary that is a Guarantor of the Notes under the Subsidiary Guaranty; (iib) Indebtedness existing of a Subsidiary outstanding on the Restatement Date date of Closing that is listed and set forth described in Schedule 9(a) 10.5 and amendmentsany extension, modificationsrefinancing, extensions, refinancings, renewals and replacements renewal or refunding thereof; provided that there is no increase in the principal amount of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid plus accrued interest and any applicable premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums associated fees and expenses associated with such Indebtednessexpenses); (iiic) Indebtedness of any a Subsidiary owed to the Parent Guarantor Company or any other a Wholly Owned Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (vd) Indebtedness of any Subsidiary incurred to finance a Person outstanding at the acquisitiontime such Person becomes a Subsidiary, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition Person becoming a Subsidiary and (Bii) immediately after such Person becomes a Subsidiary, no Default of Event of Default shall exist, and any extension, refinancing, renewal or refunding thereof; provided that there is no increase in the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid plus accrued interest and any applicable premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums associated fees and expenses associated with such Indebtednessexpenses); (xxiie) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projectsarising under Rate Management Transactions; (f) Amounts owing under Receivables Purchase Facilities; and (xxiiig) liabilities incurred in the ordinary course Indebtedness of business relating a Subsidiary not otherwise permitted by paragraphs (a) through (f) of this Section 10.5, provided that immediately before and after giving effect thereto and to the ownership and operation application of the Leased Property proceeds thereof and the routine administration concurrent retirement of Lesseeany other Indebtedness, (i) no Default or Event of Default exists, in amounts and (ii) Priority Debt does not to exceed six percent (6%) 10% of Consolidated Total Assets as of the principal balance end of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstancemost recently completed Fiscal Quarter.

Subsidiary Indebtedness. The Parent Guarantor will not After the Guaranty Release Date, permit Lessee or any other Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]Indebtedness under the Loan Documents; (iib) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary issued to the Parent Guarantor Borrower or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (vc) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, 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 thereofObligations), and amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstandingimprovement; (vid) Indebtedness of any Subsidiary as an account party incurred in respect connection with the issuance of letters of credit, bank guaranteesany surety bonds, letters of guaranty credit or other similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred bonds in the ordinary course of business; (ixe) Guarantees, surety bonds or performance bonds securing Indebtedness of the performance of any Subsidiary, in each case incurred or assumed Subsidiaries arising in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunderthe Permitted Receivables Programs; (xf) Indebtedness Synthetic Lease Obligations of any Subsidiary in respect of performance bondsincurred to finance the acquisition, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees construction or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect improvement of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services fixed or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect capital assets acquired by such Subsidiary subsequent to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Closing Date; (xvig) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority any Guarantee provided by any Subsidiary to support Indebtedness of any SubsidiaryHoldings or the Borrower for borrowed money; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause Subsidiary is also a Guarantor hereunder (xviiwhether or not the Guaranty Release Date has occurred), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiiih) liabilities incurred in the ordinary course of business relating Indebtedness, other than pursuant to the ownership and operation foregoing provisions of the Leased Property and the routine administration of Lesseethis Section 8.03, in amounts an aggregate amount at any one time outstanding, together with the aggregate amount of Indebtedness secured by Liens permitted by Section 8.01(v), not to exceed six percent (6%) 5% of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceConsolidated Total Assets.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Restricted Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any amendments, modification, refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such amendment, modification, 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 amendment, modification, refinancing, refunding, refinancing or extension (including upfront fees and original issue discount thereon) and by an amount equal to any accrued interest and existing commitments unutilized thereunder and (ii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such amendment, modification, refinancing, refunding, renewal or extension; (c) (i) Indebtedness existing on in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the Restatement Date and limitations set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements Section 7.01(i); provided that the aggregate amount of any all such Indebtedness that shall not exceed $100,000,000 in any fiscal year; and (ii) any renewal, refinancing or extension of Indebtedness permitted pursuant to Section 7.02(c)(i), so long as, after giving effect to such renewal, refinancing or extension, the principal amount of the renewed, refinanced or extended Indebtedness does not increase exceed the outstanding principal balance of the Indebtedness being renewed, refinanced or extended (except by an amount thereof (equal to a reasonable premium or other than reasonable amount paid, and fees and expenses reasonably incurred, in connection with respect such renewal, refinancing or extension, and by an amount equal to unpaid any accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iiid) Indebtedness owed to the Company or any Restricted Subsidiary (“Intercompany Debt”); provided that no such Intercompany Debt shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company and/or any Restricted Subsidiary; (e) Guarantees provided by any Restricted Subsidiary in respect of Indebtedness of (i) the Company, (ii) any other Restricted Subsidiary, to the extent such Indebtedness is permitted pursuant to this Section 7.02; (f) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business; (g) Defeased Debt; (h) to the extent constituting Indebtedness, Warrant Transactions not otherwise prohibited by this Agreement; 107 (i) (i) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Person that becomes a Restricted Subsidiary of Indebtedness the Company (or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Person not previously a Subsidiary incurred to finance that is merged, amalgamated or consolidated with or into a Restricted Subsidiary) after the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessClosing Date; provided that (A) such Indebtedness is initially not incurred prior to or within one hundred eighty (180) days after such acquisition or the completion in contemplation of such constructionPerson becoming a Restricted Subsidiary, repairand (B) after giving effect to the incurrence of such Indebtedness the Loan Parties are in Pro Forma Compliance; and (ii) any amendments, replacementmodification, lease refinancings, refundings, renewals or improvement extensions of Indebtedness permitted pursuant to Section 7.02(i)(i); provided that (A) the amount of such Indebtedness is not increased at the time of such amendment, modification, 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 amendment, modification, refinancing, refunding, refinancing or extension (including upfront fees and original issue discount thereon) and by an amount equal to any accrued interest and existing commitments unutilized thereunder and (B) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such amendment, modification, refinancing, refunding, renewal or extension; (j) [reserved]; (k) obligations of any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository, credit card, purchasing card and cash management services or any automated clearing house transfers of funds and other Indebtedness in respect of netting services, overdraft protections, cash pooling, employee credit cards and similar arrangements, in each case, in connection with deposit accounts in the ordinary course of business; (l) Indebtedness consisting of obligations in respect of surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees provided by any Restricted Subsidiary, and bank guarantees issued on behalf of Domestic Subsidiaries, in each case in the ordinary course of business or consistent with past practice; (m) Indebtedness under letters of credit or bank guarantees issued on behalf of Foreign Subsidiaries (and not issued under this Agreement) in an aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not to exceed $75,000,000 100,000,000 at any one time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiin) Indebtedness representing deferred compensation or stock-based compensation or severance, pension and health and welfare benefits to employees and former employees, as applicable, of the Restricted Subsidiaries incurred in the ordinary course of business; (ixo) GuaranteesIndebtedness constituting indemnification obligations or obligations for the payment of the purchase price (pending the consummation of such transaction) or other contingent purchase price adjustments incurred in an Investment or any Disposition not prohibited by this Agreement; (p) Indebtedness consisting of obligations under deferred consideration (earnouts, surety bonds or performance bonds securing the performance of any Subsidiaryroyalty payments, in each case indemnifications, incentive non-competes, milestone payments and other contingent obligations) incurred or assumed in connection with an any Acquisition or disposition other Investment or other acquisition of assets not prohibited hereunderotherwise in connection with research and development licensing agreements, collaboration agreements or development agreements; (xq) Indebtedness consisting of any Subsidiary insurance premium financing and take or pay obligations contained in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided supply agreements in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xir) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds[reserved]; (xiis) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of the extent constituting Indebtedness, obligations that are being contested in accordance with Section 8(d);6.04; 108 (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvit) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business;; and (xviiu) Priority other Indebtedness of any SubsidiaryRestricted Subsidiaries; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xviiu), the sum of (without duplication) (i) the aggregate outstanding principal amount of (A) all such Priority Indebtedness outstanding incurred in reliance on this clause (xviiu), plus (iiB) the aggregate principal amount of all Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B7.01(ff), plus (C) 9(b)(xix)(C)all Indebtedness of Unrestricted Subsidiaries Guaranteed by the Company or any Restricted Subsidiary, shall not exceed fifteen seventeen and one-half percent (1517.5%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i6.01(a) or Section 8(a)(ii); 6.01(b) (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis or, prior to the incurrence delivery of any such Indebtedness financial statements, determined as of March 31, 2022 (A) no Event or, once financial statements for the fiscal quarter ending June 30, 2022 are available, determined as of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(fJune 30, 2022))) and (gii) the Loan Parties are in Pro Forma Compliance. For purposes of determining compliance with this Section 7.02, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in this Section 7.02, the Borrowers may, in their sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.02 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding under this Agreement shall at any time all times be deemed to have been incurred pursuant to clause (a) of this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance7.02.

Subsidiary Indebtedness. The Parent Guarantor No Subsidiary of Borrower will not permit Lessee or incur any Indebtedness other Subsidiary to create, incur, assume or permit to exist any Indebtedness, exceptthan: (ia) [reserved]the Obligations; (iib) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements Guaranties by Guarantors of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to Restricted Person (i) arising under the Parent Guarantor US/Canada Credit Agreement and the 364-Day Credit Agreement, or (ii) if arising under any other Subsidiary; (iv) Guarantees by any Subsidiary agreement, the incurrence of Indebtedness which did not result in a Default or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiiic) Indebtedness of (i) PMC (Nova Scotia) Company and Plains Marketing Canada, L.P. pursuant to the US/Canada Credit Agreement in respect of obligations that are being contested an aggregate principal amount not to exceed at any time outstanding $325,000,000, and (ii) Plains Marketing pursuant to the Contango Credit Agreement in accordance with Section 8(d)an aggregate principal amount not to exceed at any time outstanding $300,000,000; (xivd) Indebtedness consisting of any Restricted Person owing to another Restricted Person; (e) Indebtedness of any Subsidiary described in clause (b) of the definition of "Indebtedness" that is determinable but not yet earned; provided, Borrower reasonably contemplates that such Indebtedness will be repaid from the proceeds of one or more advances made by Borrower to such Subsidiary; (f) Indebtedness of a Subsidiary acquired (including acquisition by merger, consolidation or amalgamation) on or after the date hereof by a Restricted Person, which Indebtedness was incurred by such Subsidiary before the time of such acquisition, merger, consolidation or amalgamation, and was not created in contemplation thereof; provided, that contemporaneously with such acquisition, merger, consolidation or amalgamation, and so long as no adverse tax and/or regulatory consequences are caused thereby, such Subsidiary shall be a Guarantor subject to the provisions of Section 6.9; and (g) Indebtedness not otherwise described in the foregoing clauses (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 (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary $100,000,000 and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Tangible Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceWorth.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other of its Subsidiaries (unless such Subsidiary has guaranteed the Obligations pursuant to a guarantee which is reasonably satisfactory to the Administrative Agent) to create, incur, assume or permit to exist any IndebtednessDebt, exceptor become or remain liable (contingent or otherwise) to do any of the foregoing, except for the following: (i) [reserved]; (ii) Indebtedness Debt of any Subsidiary of the Borrower existing on the Restatement Date date hereof and set forth in listed on Schedule 9(a) III and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness Debt; provided that does such extending, renewal or replacement Debt (i) shall not increase the outstanding principal amount thereof (other than be Debt of an obligor that was not an obligor with respect to the Debt being extended, renewed or replaced, (ii) shall not be in a principal amount that exceeds the principal amount of the Debt being extended, renewed or replaced (plus any accrued but unpaid accrued interest and redemption premium thereon, any committed payable by the terms of such Debt thereon and reasonable refinancing or undrawn amounts and underwriting discounts, renewal fees, commissionscosts and expenses), premiums (iii) shall not have an earlier maturity date or shorter weighted average life than the Debt being extended, renewed or replaced and expenses associated with such Indebtedness(iv) shall be subordinated to the Debt incurred hereunder on terms (if any) at least as favorable to the Lenders as the Debt being extended, renewed or replaced; (ii) guarantees by any Subsidiary of the Borrower of Debt of other Subsidiaries of the Borrower otherwise permitted under this Section 5.02(f); (iii) Indebtedness Debt owed by Subsidiaries of any Subsidiary the Borrower to the Parent Guarantor Borrower or any other Subsidiaryof its Subsidiaries; (iv) Guarantees by Debt of any Receivables Subsidiary of Indebtedness or other obligations of the Parent Guarantor or in connection with any other SubsidiaryPermitted Securitization; (v) Indebtedness Debt of any Subsidiary of the Borrower incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness Debt assumed by any Subsidiary of the Borrower in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness Debt is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstandingimprovement; (vi) Indebtedness Debt of any Subsidiary as an account party of the Borrower in respect of letters of credit, bank guarantees, letters credit issued on behalf of guaranty or similar instrumentssuch Subsidiary in the ordinary course of business; (vii) unfunded pension fund and Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefit plan benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees such Person, in each case incurred in the ordinary course of business; (ixviii) Guarantees, surety bonds or performance bonds securing the performance Debt arising from agreements of any SubsidiarySubsidiary of the Borrower providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case case, incurred or assumed in connection with an Acquisition any acquisition or the disposition of any business, assets or other acquisition a Subsidiary of assets the Borrower not prohibited hereunderby this Agreement; (ix) Debt consisting of the financing of insurance premiums in the ordinary course of business; (x) Indebtedness Acquired Debt of Subsidiaries, so long as such Debt is not guaranteed by, or otherwise of recourse to, the Borrower; (xi) Debt arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is repaid within five Business Days; (xii) Debt of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds bonds, performance and completion guarantees and similar obligationsobligations (other than in respect of other Debt for borrowed money), in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness Debt of a Subsidiary in respect of obligations that are being contested in accordance with Section 8(d)non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (xiv) Indebtedness consisting any Debt arising as a result of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary short-term sale and (B) take or pay obligations contained in any supply agreement repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Debt doesn’t exceed the principal amount of the securities sold; (xv) Indebtedness representing deferred compensationDebt under local lines of credit and working capital facilities of Subsidiaries organized under the laws of jurisdictions other than the United States, severance, pension, and health and welfare retirement benefits any State thereof or the equivalent to current and former employees District of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) Columbia in an aggregate principal amount of up to not exceeding $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding 250,000,000 at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projectsoutstanding; and (xxiiixvi) liabilities incurred in the ordinary course of business relating to the ownership and operation other Debt of the Leased Property and the routine administration Subsidiaries in an aggregate principal amount not exceeding an amount equal to 10% of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceConsolidated Net Tangible Assets at any time outstanding.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (ia) [reserved]the Obligations; (iib) Indebtedness existing on the Restatement Date date hereof and set forth in Schedule 9(a) 6.01 and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Company or any other Subsidiary; (ivd) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary[Reserved]; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided provided, that the principal amount of such Indebtedness is not increased at the time of such modification, extension, refinancing, renewal or replacement thereof except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such modification, extension, refinancing, renewal or replacement; provided, further that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (Bii) the aggregate outstanding principal amount of such Indebtedness permitted by this clause (v) shall does not exceed $75,000,000 at any time outstandingthe cost of acquiring, constructing, repairing, replacing, leasing or improving such fixed or capital assets; (vif) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (viig) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiih) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ixi) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (xj) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xik) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xiil) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiiim) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d)5.04; (xivn) Indebtedness consisting of (Ai) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (Bii) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xvo) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor Company or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Effective Date; (xvip) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xviiq) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xviiq), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xviiq), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor Company and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B6.02(s)(ii) 9(b)(xix)(C), or 6.02(s)(iii) shall not exceed fifteen percent (15%) of the Parent GuarantorCompany’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i5.01(a) or Section 8(a)(ii5.01(b) (or, prior to the delivery of any such financial statements, ending with the fiscal quarter ended January 3, 2021); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixr) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000;; and (xxs) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Effective Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided provided, that (A) the principal amount of such Indebtedness is not increased at the time of such modification, extension, refinancing, renewal or replacement thereof except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such modification, extension, refinancing, renewal or replacement; provided, further that such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceacquisition.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (ia) [reserved]the Obligations and any Specified Ancillary Obligations; (iib) Indebtedness existing on the Restatement Effective Date and set forth in Schedule 9(a) 6.01 and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Borrower or any other Subsidiary; (ivd) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor Borrower or any other Subsidiary; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (ve) shall not exceed $75,000,000 at any time outstanding; (vif) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (viig) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiih) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ixi) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (xj) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xik) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xiil) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiiim) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d)5.04; (xivn) Indebtedness consisting of (Ai) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (Bii) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xvo) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor Borrower or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Effective Date; (xvip) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xviiq) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xviiq), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xviiq), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor Borrower and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B6.02(s)(ii) 9(b)(xix)(C), or 6.02(s)(iii) shall not exceed fifteen percent (15%) of the Parent GuarantorBorrower’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i5.01(a) or Section 8(a)(ii5.01(b) (or, prior to the delivery of any such financial statements, ending with the fiscal quarter ended March 31, 2020); (xviiir) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (Ai) no Event of Default shall have occurred and be continuing and (Bii) the Parent Guarantor Borrower shall be in compliance with the financial covenants set forth in Sections 9(f) and (g)Section 6.07; (xixs) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xxt) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Effective Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (Ai) such Indebtedness is not incurred in contemplation of such acquisition and (Bii) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000;; and (xxiu) Indebtedness under the “Obligations” (as defined in the Bank Existing Credit Agreement) Agreement in an aggregate principal amount of up not to exceed $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), 750,000,000 and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to that does not increase the extent not resulting in the aggregate outstanding principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 thereof (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtednessthereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) [reserved]the amount of such Indebtedness is not increased 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 refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), 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 Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or 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) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness existing on the Restatement Date hereafter incurred (including obligations in respect of capital leases and set forth in Schedule 9(aSynthetic Lease Obligations) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 is secured by a Lien on any such fixed assets prior to the acquisition and all renewals, refinancings and extensions thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of all such Indebtedness permitted by incurred pursuant to this clause (vii) shall not exceed $75,000,000 50,000,000 at any one time outstanding; (vid) 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 (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an account party Acquisition to the extent, in respect each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of letters of credit, bank guarantees, letters of guaranty or similar instrumentscustomary performance based earn-out payments incurred in connection with an Acquisition; (viii) unfunded pension fund Indebtedness, including securities lending transactions, at Regulated Subsidiaries and other employee benefit plan stock lending transactions, repurchase agreements and other collateralized financing transactions at Subsidiaries (including for avoidance of doubt, obligations under repurchase agreements, securities lending or borrowing agreements, other stock lending transactions, notes or certificates issued by special purpose entities such as trusts established pursuant to a trust agreement, and liabilities to other collateralized financing transactions), in each case (A) secured by cash, marketable securities, real estate assets (including related purchase commitments), real estate loans (including related purchase commitments), other types of whole loans, commodities or other financial products and (B) incurred in the extent they are permitted to remain unfunded under applicable law; ordinary course of business and (viiiii) Indebtedness representing deferred compensation to employees incurred borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (ixf) Guarantees, surety bonds endorsement of items for deposit or performance bonds securing the performance collection of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into commercial paper received in the ordinary course of business; (xvg) intercompany Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Datepermitted under Section 7.02; (xvih) customer advances obligations to purchase or deposits redeem Equity Interests held by current or other endorsements for collectionformer partners, deposit officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or negotiation and warranties of products or services, in each case received or incurred former spouses in the ordinary course of business; (xviii) Priority Indebtedness in the form of any Subsidiary; “bad boy guaranties” (including any related environmental indemnity) provided that immediately after giving effect to in connection with any business activity of Persons who were Affiliates at the time of incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii)“bad boy guaranty” obligation; (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixj) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the difference of $75,000,000; (xx) Indebtedness assumed by 40,000,000 and, without duplication, any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not Liens incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement7.01(r), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiiik) liabilities incurred in the ordinary course of business relating to the ownership and operation Existing Senior Notes which remain outstanding as of the Leased Property Closing Date and have not been assumed by the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceBorrower.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any IndebtednessIndebtedness (including pursuant to any Guarantee of Indebtedness of the Borrower or any other Subsidiary), except: (a) (i) [reserved]; (ii) Indebtedness existing on the Restatement Closing Date and set forth in Schedule 9(a6.01 (the “Existing Debt”), and (ii) and amendmentsany Indebtedness extending the maturity of, modificationsor refunding or refinancing, extensionsin whole or in part, refinancingsthe Existing Debt, renewals and replacements provided that the principal amount of any such Indebtedness that does Existing Debt shall not increase be increased above the outstanding principal amount thereof (other than with respect outstanding immediately prior to unpaid accrued interest such extension, refunding or refinancing, and premium thereonthe direct and contingent obligors therefor shall not be changed, any committed as a result of or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated in connection with such Indebtedness)extension, refunding or refinancing, unless another exception under this Section 6.01 is then available for the incurring of such excess; (iiib) Indebtedness of any Subsidiary owing to the Parent Guarantor Borrower or any other Subsidiary; (ivc) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; provided that the Indebtedness so Guaranteed is permitted by this Section; (vd) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assetsassets after the Closing Date, 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 270 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (Bii) the 71 aggregate outstanding principal amount of Indebtedness permitted by this clause (vd) and clause (e) below shall not exceed $75,000,000 150,000,000 at any time outstanding; (vie) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Closing Date pursuant to an acquisition to the extent that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a transaction not prohibited hereby, Subsidiary and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided (ii) a Subsidiary to the extent that (A) such Indebtedness is assumed in connection with an acquisition made by such Subsidiary and is not incurred created in contemplation of such acquisition and (B) provided that the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000permitted by this clause (e) and clause (d) above shall be subject to the limitations set forth in clause (ii) of the proviso at the end of clause (d) above; (xxif) other Indebtedness of the “Obligations” (as defined in the Bank Credit Agreement) Subsidiaries in an aggregate principal amount of up at any time outstanding not to $1,000,000,000exceed, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) together with Indebtedness secured by Xxxxx permitted pursuant to Section 2.20 6.02(a)(viii), 10% of Consolidated Net Tangible Assets; (g) Guarantees by any Subsidiary of the Bank Credit Agreement, Obligations; (h) Guarantees by any “Specified Ancillary Obligations” or other defined term Subsidiary of similar import (as defined obligations in respect of Borrower Debt Securities; provided that such Subsidiary shall have also Guaranteed the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness Obligations pursuant to the extent not resulting Guarantee Agreement; (i) Indebtedness, if any, in the respect of Securitization Transactions in an aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) outstanding not exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects250,000,000; and (xxiiij) liabilities incurred Indebtedness in respect of Guarantees by any Subsidiary that is a party to the Guarantee Agreement of loans to and equipment leases and inventory purchases of independent customers in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days consistent with past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstancepractices.

Subsidiary Indebtedness. The Parent Guarantor will not After the Guaranty Release Date, permit Lessee or any other Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]Indebtedness under the Loan Documents; (iib) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary issued to the Parent Guarantor Borrower or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (vc) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, 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 thereofObligations), and amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstandingimprovement; (vid) Indebtedness of any Subsidiary as an account party incurred in respect connection with the issuance of letters of credit, bank guaranteesany surety bonds, letters of guaranty credit or other similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred bonds in the ordinary course of business; (ixe) Guarantees, surety bonds or performance bonds securing Indebtedness of the performance of any Subsidiary, in each case incurred or assumed Subsidiaries arising in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunderthe Permitted Receivables Programs; (xf) Indebtedness Synthetic Lease Obligations of any Subsidiary in respect of performance bondsincurred to finance the acquisition, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees construction or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect improvement of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services fixed or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect capital assets acquired by such Subsidiary subsequent to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Closing Date; (xvig) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority any Guarantee provided by any Subsidiary to support Indebtedness of Holdings, the Borrower or any other Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause Subsidiary shall also be a Guarantor hereunder (xviiwhether or not the Guaranty Release Date has occurred), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiiih) liabilities incurred in the ordinary course of business relating Indebtedness, other than pursuant to the ownership and operation foregoing provisions of the Leased Property and the routine administration of Lesseethis Section 8.03, in amounts an aggregate amount at any one time outstanding, together with (but without duplication of) the aggregate amount of Indebtedness secured by Liens permitted by Section 8.01(v), not to exceed six percent (6%) 5% of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceConsolidated Total Assets.

Subsidiary Indebtedness. (a) The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary of its Domestic Restricted Subsidiaries to create, assume, incur, assume Guarantee or permit to exist otherwise become liable for any IndebtednessIndebtedness (any such Indebtedness or Guarantee, except“Subsidiary Debt”), without Guaranteeing the payment of the Obligations on an unsecured unsubordinated basis until such time as such Subsidiary Debt is no longer outstanding. (b) Section 6.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) [reserved]; (ii1) Indebtedness of or Guarantee by a Person existing on at the Restatement Date time such Person is merged into or consolidated with any Domestic Restricted Subsidiary or otherwise acquired by any Domestic Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties and set forth in Schedule 9(aassets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Domestic Restricted Subsidiary and amendments, modifications, extensions, refinancings, renewals and replacements of any is assumed by such Subsidiary; provided that such Indebtedness that does or Guarantee was not increase the outstanding principal amount incurred in contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than with respect to unpaid accrued interest any Guarantee existing at the time of such merger, consolidation or sale, lease or other disposition of properties and premium thereon, any committed or undrawn amounts assets and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessthat was not issued in contemplation thereof); (iii2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Domestic Restricted Subsidiary; provided that any Subsidiary such Indebtedness or Guarantee was not incurred in contemplation thereof; (3) Indebtedness owed to or Guarantee in favor of the Parent Guarantor Borrower or any other Domestic Restricted Subsidiary; (iv4) Guarantees by any Subsidiary of Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other obligations treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of the Parent Guarantor funds or any other Subsidiaryfund transfer or payment processing services; (v5) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business business, provided that any such Indebtedness or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsGuarantee is extinguished within five Business Days within its incurrence; (xii6) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of reimbursement obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii7) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness advances and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred deposits received in the ordinary course of business relating business; (8) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (b) in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (c) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness or Guarantee or other obligations referred to in clauses (1) through (7) or this clause (8), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; (9) Indebtedness and Guarantees of a Content Project Subsidiary in connection with (a) Content Acquisition Transactions by such Subsidiary or other Content Acquisition Transactions with respect to Related Projects by one or more Content Project Subsidiaries or (b) Content Disposition Transactions by such Subsidiary or other Content Disposition Transactions with respect to Related Projects by one or more Content Project Subsidiaries; or (10) Indebtedness or Guarantee outstanding on the date of this Agreement and any extension, renewal, replacement, refinancing or refunding of any Indebtedness or Guarantee existing on the date of this Agreement or referred to in clauses (1) and (2); provided that any Indebtedness or Guarantee incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness or Guarantee referred to in this clause or clauses (1) and (2) above and the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. Notwithstanding Sections 6.01(a) and (b), any Domestic Restricted Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject to the ownership and operation restrictions set forth in Section 6.01(a), without Guaranteeing the payment of the Leased Property Obligations, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $3,750,000,000,6,000,000,000, and (b) 2.753.50 times Consolidated EBITDA of the Borrower for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the Obligations, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the routine administration principal amount of Lesseethe Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in amounts not to exceed six percent (6%) of the principal balance of the Loansconnection with any such extension, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents)renewal, are not evidenced by a notereplacement, and which amounts are normal and reasonable under the circumstancerefinancing or refunding.

Subsidiary Indebtedness. The Parent Guarantor will Company shall not permit Lessee any Restricted Subsidiary to, directly or any other Subsidiary to indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]; (iib) Indebtedness existing of the Loan Parties under the Loan Documents; (c) Indebtedness outstanding on the Fifth Restatement Effective Date and set forth any Permitted Refinancing thereof; (d) Guarantees by a Restricted Subsidiary in Schedule 9(a) and amendmentsrespect of Indebtedness of another Restricted Company otherwise permitted hereunder (including, modificationsfor the avoidance of doubt, extensions, refinancings, renewals and replacements unsecured Guarantees in respect of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessobligations of the Securitization Vehicle under a Securitization Financing permitted by Section 7.03(v); (iiie) Indebtedness of a Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; (f) [reserved]; (g) Indebtedness of any Subsidiary to the Parent Guarantor or Restricted Subsidiaries in an aggregate principal amount at any other Subsidiary; time outstanding (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection together with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (vand other obligations secured in reliance on Section 7.01(x), but without duplication thereof) shall that does not exceed the greater of (i) $75,000,000 at any time outstanding500,000,000 and (ii) 15% of Consolidated Shareholders’ Equity; (vih) Indebtedness of a Restricted Subsidiary assumed in connection with any Subsidiary as an account party Permitted Acquisition and not incurred in respect of letters of creditcontemplation thereof, bank guarantees, letters of guaranty or similar instrumentsand any Permitted Refinancing thereof; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiii) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (ixj) GuaranteesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, surety bonds present or performance bonds securing former directors, officers, members of management, employees or consultants of the performance 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 SubsidiaryRestricted 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) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations; (o) 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 incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bondscase, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or ; (p) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit supporting 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 performance bondssimilar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, bid bondssuch obligations are reimbursed within 30 days following such drawing or incurrence; (q) obligations in respect of bid, performance, stay, customs, appeal bonds, and surety bonds and similar obligations; (xi) Indebtedness arising from the honoring performance and completion guarantees provided by a bank Restricted Subsidiary or other financial institution obligations in respect of a checkletters of credit related thereto, draft or similar instrument drawn against insufficient funds in each case in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection consistent with any automated clearing-house transfers of fundspast practice; (xiir) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default[reserved]; (xiiis) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (t) Indebtedness in respect of any Subsidiary and (B) take letter of credit or pay obligations contained in any supply agreement bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (xvu) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on in connection with relocation service transactions and secured by the Restatement Dateproperties which are the subject of such transactions; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary incurred in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after receivables securitization transaction involving the Restatement Date in Restricted Subsidiaries and a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessSecuritization Vehicle (a “Securitization Financing”); provided that (A) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is not incurred in contemplation lower, of such acquisition and the property being acquired on the date of acquisition, (B) the aggregate outstanding principal amount of 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 exceed $200,000,000at 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; (xxiw) the “Obligations” Indebtedness (as defined in the Bank Credit Agreementi) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or other defined term of similar import (as defined in the Bank Credit Agreementii) secured by Liens permitted under Sections 7.01(e)(ii), and any amendments7.01(e)(iii), modifications7.01(f), extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness7.01(r); (xxiix) Indebtedness of the Lessee or any Subsidiary incurred secured by Liens permitted pursuant to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development ProjectsSection 7.01(x); (y) [reserved]; (z) [reserved]; and (xxiiiaa) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent all premiums (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documentsif any), are not evidenced by a noteinterest (including post-petition interest), fees, expenses, charges and which amounts are normal and reasonable under the circumstanceadditional or contingent interest on obligations described in clauses (a) through (z) above.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary to create, incur, assume assume, guarantee or permit otherwise become liable with respect to exist any Indebtedness, exceptIndebtedness other than: (i) [reserved]; (iia) Indebtedness existing outstanding on the Restatement Date and set forth date hereof as specified in Schedule 9(a) 5.15 and amendmentsany extension, modificationsrenewal, extensionsrefinancing or replacement thereof in whole or in part, refinancings, renewals and replacements of any such Indebtedness provided that does not increase the outstanding principal amount thereof immediately prior to such extension, renewal, refinancing or replacement is not increased (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith); Cleco Power LLC Note Purchase Agreement (b) Indebtedness owed by any Subsidiary to the Company or any other Subsidiary (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessan Excluded Subsidiary); (iiic) Indebtedness of any a Subsidiary to existing at the Parent Guarantor or any other Subsidiary; time such Subsidiary becomes a Subsidiary (ivand not incurred in anticipation thereof) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed extension, renewal, refinancing or replacement thereof in whole or in part, provided that the principal amount thereof immediately prior to such extension, renewal, refinancing or replacement is not increased (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(dtherewith); (xivd) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of secured by any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business;Lien permitted by Section 10.5; and (xve) Indebtedness representing deferred compensationnot otherwise permitted by subparagraphs (a) through (d) above, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that (i) immediately after giving effect to the creation, incurrence or assumption thereof, no Default or Event of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus Default exists and (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness Priority Debt does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account exceed 20% of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceTotal Assets.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) [reserved]the amount of such Indebtedness is not increased 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 refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), 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 Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or 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) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness existing on the Restatement Date hereafter incurred (including obligations in respect of capital leases and set forth in Schedule 9(aSynthetic Lease Obligations) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 is secured by a Lien on any such fixed assets prior to the acquisition and all renewals, refinancings and extensions thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of all such Indebtedness permitted by incurred pursuant to this clause (vii) shall not exceed $75,000,000 35,000,000 at any one time outstanding; (vid) 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 (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an account party Acquisition to the extent, in respect each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of letters of credit, bank guarantees, letters of guaranty or similar instrumentscustomary performance based earn-out payments incurred in connection with an Acquisition; (viie) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (ixf) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunderintercompany Indebtedness permitted under Section 7.02; (xg) Indebtedness of any Subsidiary in respect of performance bondsobligations to purchase or redeem Equity Interests held by current or former partners, bid bondsofficers, appeal bondsdirectors, surety bonds employees, independent contractors, consultants, service providers and similar obligationstheir respective estates, in each case provided in the ordinary course of business, including guarantees spouses or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into former spouses in the ordinary course of business; (xvh) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date[reserved]; (xvii) customer advances 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 the Delegated Underwriting and Servicing Program and/or Freddie Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or deposits or other endorsements for collection, deposit or negotiation and warranties of products or servicessimilar programs, in each case received or incurred in the ordinary course of business;; and (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixj) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the difference of $75,000,000; (xx) Indebtedness assumed by 30,000,000 and, without duplication, any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not Liens incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement7.01(s), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) [reserved]the amount of such Indebtedness is not increased 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 refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), 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 Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or 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) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness existing on the Restatement Date hereafter incurred (including obligations in respect of capital leases and set forth in Schedule 9(aSynthetic Lease Obligations) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 is secured by a Lien on any such fixed assets prior to the acquisition and all renewals, refinancings and extensions thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of all such Indebtedness permitted by incurred pursuant to this clause (vii) shall not exceed $75,000,000 35,000,000 at any one time outstanding; (vid) 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 (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an account party Acquisition to the extent, in respect each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of letters of credit, bank guarantees, letters of guaranty or similar instrumentscustomary performance based earn-out payments incurred in connection with an Acquisition; (viie) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (ixf) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunderintercompany Indebtedness permitted under Section 7.02; (xg) Indebtedness of any Subsidiary in respect of performance bondsobligations to purchase or redeem Equity Interests held by current or former partners, bid bondsofficers, appeal bondsdirectors, surety bonds employees, independent contractors, consultants, service providers and similar obligationstheir respective estates, in each case provided in the ordinary course of business, including guarantees spouses or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into former spouses in the ordinary course of business; (xvh) Indebtedness, including Indebtedness representing deferred compensationincurred in connection with stock lending transactions, severance, pension, 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 health and welfare retirement benefits or shall not exceed an aggregate principal amount equal to the equivalent to current and former employees underlying value of the Parent Guarantor or any Subsidiary incurred in shares which are the ordinary course basis for such Indebtedness (the value of business or existing on such shares to be determined as of the Restatement Datedate such Indebtedness is incurred); (xvii) customer advances 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 the Delegated Underwriting and Servicing Program and/or Xxxxxxx Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or deposits or other endorsements for collection, deposit or negotiation and warranties of products or servicessimilar programs, in each case received or incurred in the ordinary course of business;; and (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixj) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the difference of $75,000,000; (xx) Indebtedness assumed by 30,000,000 and, without duplication, any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not Liens incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement7.01(s), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not, and will not permit Lessee the Company or any other Subsidiary to of its Subsidiaries to, create, assume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, Indebtedness except: (a) Indebtedness of a Subsidiary of the Company outstanding on the date of this Agreement (other than the BBVA Trade Financing or the Obligations) and listed on the Addendum and any renewals, extensions or refundings thereof, provided that (i) [reserved]the principal amount thereof outstanding after giving effect to such renewal, extension or refunding does not exceed the principal amount of such Indebtedness outstanding on the date of this Agreement and (ii) the direct or any contingent obligor with respect thereto is not changed; (iib) Indebtedness existing on of the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase Company or a Subsidiary Guarantor under the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)Note Purchase Agreement; (iiic) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any a Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Company outstanding at the time such Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations becomes a Subsidiary and any Indebtedness assumed in connection with the acquisition renewals, extensions or refundings of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; , provided that (Ai) such Indebtedness is initially shall not have been incurred prior to or within one hundred eighty (180) days after such acquisition or the completion in contemplation of such constructionSubsidiary becoming a Subsidiary of the Company, repair, replacement, lease or improvement and (Bii) the aggregate outstanding principal amount of such Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that outstanding immediately after giving effect to any extension, renewal or refunding thereof does not exceed the incurrence principal amount of any such Priority Indebtedness outstanding at the time such Subsidiary became a Subsidiary and (iii) such Indebtedness remains outstanding for a period of not more than 365 days from the date such Subsidiary becomes a Subsidiary; (d) Indebtedness of Evercore Casa de Bolsa, S.A. de C.V. arising under the BBVA Trade Financing in reliance on this clause an aggregate principal amount not to exceed Mexican Pesos 250,000,000; and (xvii)e) Indebtedness not otherwise permitted by clauses (a) through (d) above, provided that the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on pursuant to this clause (xvii), e) plus (without duplication) (ii) the aggregate principal amount of all Indebtedness and other obligations that has the benefit of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on a Lien under clause (m) of Section 9(b)(xix)(B) 9(b)(xix)(C)5.4, shall not at any time exceed fifteen percent an amount equal to 15% of Consolidated Total Assets (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of measured on the last day of the then most recent recently ended fiscal quarter for year of the Company with respect to which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (gBank); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary of its Subsidiaries to create, assume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, Indebtedness except: (i) [reserved]; (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iiia) Indebtedness of any Subsidiary that is a Subsidiary Guarantor at the time of determination, provided that the Company shall have complied at the time of determination with the provisions of Section 9.7 with respect to the Parent Guarantor or any other Subsidiarysuch Subsidiary Guarantor; (ivb) Guarantees by Indebtedness of a Subsidiary outstanding on the date of this Agreement and listed on Schedule 5.15 (other than Indebtedness arising under the PNC Loan Documents, the BBVA Trade Financing or the 2016 Note Purchase Agreement) and any Subsidiary renewals, extensions or refundings thereof, provided that (i) the principal amount thereof outstanding after giving effect to such renewal, extension or refunding does not exceed the principal amount of such Indebtedness or other obligations outstanding on the date of this Agreement and (ii) the Parent Guarantor direct or any other Subsidiarycontingent obligor with respect thereto is not changed; (vc) Indebtedness owing to the Company or a Subsidiary Guarantor; (d) Indebtedness of any a Subsidiary incurred to finance outstanding at the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations time such Subsidiary becomes a Subsidiary and any Indebtedness assumed in connection with the acquisition renewals, extensions or refundings of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; , provided that (Ai) such Indebtedness is initially shall not have been incurred prior to or within one hundred eighty (180) days after such acquisition or the completion in contemplation of such constructionSubsidiary becoming a Subsidiary, repair, replacement, lease or improvement and (Bii) the aggregate outstanding principal amount of such Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that outstanding immediately after giving effect to any extension, renewal or refunding thereof does not exceed the incurrence principal amount of any such Priority Indebtedness outstanding at the time such Subsidiary became a Subsidiary and (iii) such Indebtedness remains outstanding for a period of not more than 365 days from the date such Subsidiary becomes a Subsidiary; (e) Indebtedness of Evercore Casa de Bolsa, S.A. de C.V. arising under the BBVA Trade Financing in reliance on this clause an aggregate principal amount not to exceed Mexican Pesos 250,000,000; and (xvii)f) Indebtedness not otherwise permitted by clauses (a) through (e) above, provided that the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on pursuant to this clause (xvii), f) plus (without duplication) (ii) the aggregate principal amount of all Indebtedness and other obligations that has the benefit of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on a Lien under clause (m) of Section 9(b)(xix)(B) 9(b)(xix)(C)10.5, shall not at any time exceed fifteen percent an amount equal to 15% of Consolidated Total Assets (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of measured on the last day of the then most recent recently ended fiscal quarter for year of the Company with respect to which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (gholders); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (i) [reserved]; (iia) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)date hereof; (iiib) Any Indebtedness incurred 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) Indebtedness of any Subsidiary to the Parent Guarantor Borrower or to any Subsidiary other than any Excluded Subsidiary; (ivd) Guarantees by of any Subsidiary in respect of Indebtedness or other otherwise permitted hereunder so long as such Subsidiary is a Guarantor hereunder including, without limitation, obligations of arising under the Parent Guarantor or any other SubsidiaryRevolving Credit Agreement; (ve) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred existing or arising under any Swap Contract and accelerated purchase agreements in connection with transactions permitted pursuant to finance Section 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 acquisitionother party with respect to any terminated transaction upon termination of such Swap Contract, constructionor any transaction outstanding thereunder, repairby either party; (f) Indebtedness in respect of capital leases, replacement, lease or improvement of any fixed or capital assets, including Capital Synthetic Lease Obligations and any Indebtedness assumed purchase money obligations for fixed capital assets within the limitations set forth in connection with Section 7.01(k); provided, however, that the acquisition aggregate amount of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) all such Indebtedness is initially incurred prior to or within at any one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate time outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 25,000,000; (g) to the extent constituting Indebtedness, a sale and leaseback transaction permitted pursuant to Section 7.05(f); (h) Indebtedness assumed or incurred in connection as to all Permitted Acquisitions in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (vii) Indebtedness in the form of any Subsidiary as an account party in respect of letters of creditpurchase price adjustments, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund holdbacks and other employee benefit plan similar contingent payment obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds;Permitted Acquisition; and (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixj) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) all Subsidiaries in an aggregate principal amount of up not to $1,000,000,000exceed, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred 50,000,000 in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceaggregate.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary to create, incur, assume incur or permit suffer to exist any Indebtedness, except: (i) [reserved];The obligation arising under the Transaction Documents. (ii) Indebtedness existing on the Restatement Closing Date and set forth described on Schedule 6.11, and Permitted Refinancing Indebtedness in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness);thereof. (iii) Indebtedness of 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 Parent Guarantor Company or any other Subsidiary;Guarantor by any Subsidiary that is not a Guarantor in an aggregate amount under this clause (c) not to exceed ten percent (10%) of the Company's Consolidated Net Worth as reported on the most recent audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first such audited financial statements under Section 6.1(i), as reported on the Combined Balance Sheets). (iv) Guarantees by any Subsidiary of Receivables Facility Attributed Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary;in an aggregate amount not to exceed $200,000,000. (v) Indebtedness in an aggregate amount not to exceed $50,000,000 incurred or assumed for the purpose of 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 to finance the acquisition, construction, repair, replacement, lease (1) at a time when no Default or improvement of any fixed Unmatured Default has occurred and is continuing or capital assets, including Capital Lease Obligations would result from such incurrence and any Indebtedness assumed in connection with (2) within eighteen (18) months after the acquisition or construction of any such assets or secured by a Lien on any such assets prior to the acquisition thereoffixed asset, and amendments, modifications, extensions, refinancings, renewals and replacements (b) does not exceed 100% of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after the total cost of such acquisition or the completion of such constructionconstruction (plus interest, repair, replacement, lease or improvement fees and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding;closing costs related thereto). (vi) Indebtedness consisting of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund "Obligations" and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or guarantee obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds the "Obligations" under (and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (ias defined in) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank 364-Day Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will Borrower shall not permit Lessee or any other Subsidiary its Subsidiaries to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $10,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $10,000,000) or more, being described on Schedule 5.16 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) [reserved]; so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, such extensions, refinancingsrenewals or refinancings are otherwise expressly permitted by, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof are effected pursuant to, another clause in this Section 6.11 (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessclause (l) hereof); (iiib) Indebtedness of any Subsidiary under the Credit Documents; (c) intercompany loans and advances to the Parent Guarantor Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other SubsidiarySubsidiaries of the Borrower; provided that each intercompany loan advanced to BVI or any of its Subsidiaries after the Effective Date shall include subordination provisions (reasonably acceptable to the Required Lenders) whereby the repayment obligations under such loan are subordinated to the obligations under the BVI Guaranty; (ivd) Guarantees by Indebtedness under any Subsidiary Interest Rate Protection Agreements and Currency Rate Protection Agreements, in each case entered into in the ordinary course of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiarybusiness and not for speculative purposes; (ve) Indebtedness (i) under unsecured lines of any Subsidiary incurred to finance credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the acquisition, construction, repair, replacement, lease 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 honoring by a Lien on any such assets prior to the acquisition thereofbank or other Person of a check, and amendmentsdraft or similar instrument inadvertently drawing against insufficient funds, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) all such Indebtedness is initially incurred prior not to or within one hundred eighty (180) days after such acquisition or exceed the completion Dollar Equivalent of such construction, repair, replacement, lease or improvement and (B) $100,000,000 in the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding, provided that amounts outstanding as a result of inadvertent drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (vif) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or any Subsidiary as an account party of the Borrower and not incurred in respect contemplation of letters such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of creditsuch Indebtedness (other than amounts included to pay costs of such extension, bank guarantees, letters of guaranty renewal or similar instrumentsrefinancing; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiig) Indebtedness representing deferred compensation (i) under Performance Guaranties and Performance Letters of Credit, or (ii) with respect to employees incurred letters of credit issued in the ordinary course of business; (ixh) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder[reserved] (i) Non-recourse Debt; (xj) Indebtedness (not otherwise permitted under any other clause of any Subsidiary in respect this Section 6.11) of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; Borrower’s Subsidiaries (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor than BVI and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit AgreementSubsidiaries) in an aggregate principal amount of up to $1,000,000,000, including outstanding for all such Subsidiaries not exceeding at any additional “Commitments” and/or “Incremental Term Loans” time (as such terms are defined therein) together with all other Indebtedness outstanding pursuant to Section 2.20 this clause (j) at such time) $1,500,000,000, except that (A) neither BVI nor any of the Bank Credit Agreementits Subsidiaries shall at any time be liable (indirectly or directly, including, without limitation, by providing any “Specified Ancillary Obligations” security or other defined term of similar import (as defined in the Bank Credit Agreement)Guaranty) for any such Indebtedness, and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to (B) the extent not resulting in the total aggregate principal amount of Indebtedness under this paragraph (j) may not exceed 10% of Consolidated Net Assets at any time unless (x) the BVI Guaranty shall become effective at such time (and remain effective at all times thereafter), and (y) the Consolidated Tangible Net Worth (BVI) shall at such time, and shall at all times thereafter, exceed $1,000,000,000; (k) Indebtedness of BVI and its Subsidiaries in a total aggregate principal amount outstanding at any time pursuant not to this Section 9(a)(xxiexceed $100,000,000; provided that such Indebtedness is incurred (X) exceeding $1,000,000,000 under clauses (other than with respect to increases pursuant to any such amendmentd) through (g) above, modification, extension, refinancing, renewal and/or replacement on account or (Y) for the purpose of unpaid accrued interest and premium on such Indebtedness, any committed financing all or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness a part of the Lessee purchase price or any Subsidiary construction cost of property (including the cost of upgrading, refurbishing or renovating drilling rigs, drillships and other vessels and platforms) if (A) the principal amount of the Indebtedness does not exceed the cost of the property so acquired, constructed, upgraded, refurbished or renovated plus transaction costs related thereto and (B) such Indebtedness is incurred to develop Permitted Developed Areasno later than 12 months after the latest of (x) commencement of commercial operation of the property so acquired, Undeveloped Areas and/or Permitted Development Projectsconstructed, upgraded, refurbished or renovated, (y) completion of the construction, acquisition, upgrade, refurbishment or renovation of such property and (z) acquisition of such property; and (xxiiil) liabilities extensions, renewals or replacements of Indebtedness permitted by this Section 6.11 (other than paragraphs (e), (j) and (k)) that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing). Notwithstanding the foregoing, the exceptions in paragraph (i) and (j) above shall not be available to BVI or its Subsidiaries, and the ordinary course exceptions in paragraphs (d) through (g) above shall be available to BVI and its Subsidiaries only in an amount, which when added to all Indebtedness outstanding under paragraph (k) above, does not exceed an aggregate principal amount of business relating $100,000,000. If the Indebtedness under the foregoing clause (j) shall at any time exceed 10% of Consolidated Net Assets, the Borrower will deliver to the ownership and operation Administrative Agent a certificate of a responsible officer of the Leased Property Borrower to the effect that the Consolidated Tangible Net Worth (BVI) exceeds $1,000,000,000, that BVI is not liable (directly or indirectly, including, without limitation, by providing any security or Guaranty) for any Indebtedness under such clause (j) and that such Indebtedness exceeds 10% of Consolidated Net Assets. If the routine administration Indebtedness under such clause (j) exceeds 10% of LesseeConsolidated Net Assets, in amounts not the Borrower will cause the tangible net worth of BVI to exceed six percent $1,000,000,000 at all times. At all times during which any Indebtedness is outstanding under such clause (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documentsj), are the Borrower will cause BVI and its Subsidiaries to not evidenced be liable (directly or indirectly, including, without limitation, by a note, and which amounts are normal and reasonable under the circumstanceproviding any security or Guaranty) for any such Indebtedness.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (i) [reserved]; (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness);; Regeneron Pharmaceuticals, Inc. Second Amended and Restated Guaranty (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds;; Xxxxxxxxx Xxxxxxxxxxxxxxx, Inc. Second Amended and Restated Guaranty (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (iA) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (iiB) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) or 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii)); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000;; Xxxxxxxxx Xxxxxxxxxxxxxxx, Inc. Second Amended and Restated Guaranty (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and other Collateral and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the LoansRent Assignment Contributions, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a promissory note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) [reserved]the amount of such Indebtedness is not increased 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 refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), 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 Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or 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) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness existing on the Restatement Date hereafter incurred (including obligations in respect of capital leases and set forth in Schedule 9(aSynthetic Lease Obligations) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 is secured by a Lien on any such fixed assets prior to the acquisition and all renewals, refinancings and extensions thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of all such Indebtedness permitted by incurred pursuant to this clause (vii) shall not exceed $75,000,000 45,000,000 at any one time outstanding; (vid) 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 (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an account party Acquisition to the extent, in respect each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of letters of credit, bank guarantees, letters of guaranty or similar instrumentscustomary performance based earn-out payments incurred in connection with an Acquisition; (viie) unfunded pension fund Indebtedness, including (i) securities lending transactions, at Regulated Subsidiaries and other employee benefit plan obligations stock lending transactions, repurchase agreements and liabilities to other collateralized financing transactions at Subsidiaries, in each case (A) secured by marketable securities, real estate loans (including related purchase commitments) commodities or other financial products and (B) incurred in the extent they are permitted to remain unfunded under applicable law; ordinary course of business and (viiiii) Indebtedness representing deferred compensation to employees incurred borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (ixf) Guarantees, surety bonds endorsement of items for deposit or performance bonds securing the performance collection of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into commercial paper received in the ordinary course of business; (xvg) intercompany Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Datepermitted under Section 7.02; (xvih) customer advances obligations to purchase or deposits redeem Equity Interests held by current or other endorsements for collectionformer partners, deposit officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or negotiation and warranties of products or services, in each case received or incurred former spouses in the ordinary course of business; (xviii) Priority 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 Subsidiarytime or incurred in connection with a contractual right to receive any such shares in the future; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the shall be at customary advance rates and shall not exceed an aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) equal to the aggregate principal amount of Indebtedness and other obligations underlying value of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent shares which are the basis for such Indebtedness (15%) the value of the Parent Guarantor’s Consolidated Net Worth (such shares to be determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(iidate such Indebtedness is incurred); (xviiij) unsecured to the extent that Newmark is a Subsidiary of the Borrower, Indebtedness of Newmark and its Subsidiaries (i) pursuant to the Lessee or any Newmark Notes, (ii) pursuant to a revolving credit agreement with the Administrative Agent and the lenders named therein on terms reasonably satisfactory to the Borrower and the Administrative Agent and (iii) other Subsidiary so long as Indebtedness of Newmark and its Subsidiaries to the extent that at the time of (and immediately after giving effect on a pro forma basis to to) the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) Indebtedness, the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g)Newmark Leverage Ratio does not exceed 2.50:1.00; (xixk) 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) to the extent that Berkeley Point is a Subsidiary of the Borrower, Guarantees by Berkeley Point to Xxxxxx Xxx under the Delegated Underwriting and Servicing Program and/or Xxxxxxx Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each case in the ordinary course of business; and (l) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the difference of $75,000,000; (xx) Indebtedness assumed by 30,000,000 and, without duplication, any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not Liens incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement7.01(t), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary to create, incur, assume incur or permit suffer to exist any Indebtedness, except: (i) [reserved];The obligation arising under the Transaction Documents. (ii) Indebtedness existing on the Restatement Effective Date and set forth described on Schedule 6.11, and Permitted Refinancing Indebtedness in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness);thereof. (iii) Indebtedness of 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 Parent Guarantor Company or any other Subsidiary;Guarantor by any Subsidiary that is not a Guarantor in an aggregate amount under this clause (c) not to exceed ten percent (10%) of the Company’s Consolidated Net Worth as reported on the most recent audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first such audited financial statements under Section 6.1(i), as reported on the Combined Balance Sheets). (iv) Guarantees by any Subsidiary of Receivables Facility Attributed Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary;in an aggregate amount not to exceed $200,000,000. (v) Indebtedness in an aggregate amount not to exceed $50,000,000 incurred or assumed for the purpose of 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 to finance the acquisition, construction, repair, replacement, lease (1) at a time when no Default or improvement of any fixed Unmatured Default has occurred and is continuing or capital assets, including Capital Lease Obligations would result from such incurrence and any Indebtedness assumed in connection with (2) within eighteen (18) months after the acquisition or construction of any such assets or secured by a Lien on any such assets prior to the acquisition thereoffixed asset, and amendments, modifications, extensions, refinancings, renewals and replacements (b) does not exceed 100% of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after the total cost of such acquisition or the completion of such constructionconstruction (plus interest, repair, replacement, lease or improvement fees and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding;closing costs related thereto). (vi) Indebtedness consisting of any Subsidiary “Obligations” and guarantee obligations with respect to the “Obligations” under (and as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments;defined in) the 3-Year Credit Agreement. (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; Additional Indebtedness (viii) including, without limitation, Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on permitted under Section 9(b)(xix)(B6.13(xv)) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six twenty-five percent (625%) of the principal balance Stockholders’ Equity as of the Loans, which liabilities are not more than sixty (60) days past end of the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceCompany’s fiscal quarter most recently ended.

Subsidiary Indebtedness. The Parent Guarantor As of the end of each fiscal quarter, the Borrower will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist have outstanding any Indebtedness, except: : (ia) [reserved]; the Obligations; (iib) Indebtedness existing on the Restatement Effective Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof (other than for accrued interest, premiums, costs and expenses); provided, however, that if the principal amount of such Indebtedness is increased (other than for accrued interest, premiums, costs and expenses), Indebtedness up to the original principal amount outstanding on the date hereof shall be permitted under this clause (b), with respect any increased Indebtedness to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); be permitted only if permitted under a subsequent clause of this Section 6.08; (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Borrower or any other Subsidiary; ; (ivd) Guarantees Support Obligations by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor Borrower or any other Subsidiary; ; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, including any Capital Lease Obligations Leases 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than for accrued interest, premiums, costs and expenses); (f) Indebtedness of any Subsidiary with respect to Sale and Leaseback Transactions permitted by Section 6.03; and (g) other Indebtedness of any Subsidiary so long as at the extent not resulting in end of such quarter, the aggregate principal amount of all such Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendmentdoes not, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course aggregate, exceed the greater of business relating to the ownership (i) $300,000,000 and operation (ii) 15% of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceConsolidated Total Tangible Assets.

Subsidiary Indebtedness. The Parent Guarantor will Borrower shall not permit Lessee or any other Subsidiary its Subsidiaries to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Closing Date (such Indebtedness, to the extent the principal amount thereof is $20,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $20,000,000) or more, being described on Schedule 5.16 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) [reserved]; so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), or (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, such extensions, refinancingsrenewals or refinancings are otherwise expressly permitted by, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof are effected pursuant to, another clause in this Section 6.11 (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessclause (l) hereof); (iiib) Indebtedness of any Subsidiary under this Agreement and the Existing Credit Facility; (c) intercompany loans and advances to the Parent Guarantor Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other SubsidiarySubsidiaries of the Borrower; (ivd) Guarantees by Indebtedness under any Subsidiary Interest Rate Protection Agreements and any Currency Rate Protection Agreements, in each case entered into in the ordinary course of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiarybusiness and not for speculative purposes; (ve) Indebtedness (i) under unsecured lines of any Subsidiary incurred to finance credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the acquisition, construction, repair, replacement, lease 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 honoring by a Lien on any such assets prior to the acquisition thereofbank or other Person of a check, and amendmentsdraft or similar instrument inadvertently drawing against insufficient funds, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) all such Indebtedness is initially incurred prior not to or within one hundred eighty (180) days after such acquisition or exceed the completion Dollar Equivalent of such construction, repair, replacement, lease or improvement and (B) $200,000,000 in the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (vif) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or any Subsidiary as an account party of the Borrower and not incurred in respect contemplation of letters such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of creditsuch Indebtedness (other than amounts included to pay costs of such extension, bank guarantees, letters of guaranty renewal or similar instrumentsrefinancing; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiig) Indebtedness representing deferred compensation (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to employees incurred letters of credit issued in the ordinary course of business; (ixh) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed Indebtedness created in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereundersecuritization programs, if any; (xi) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligationsNon-recourse Debt; (xij) Indebtedness arising from (not otherwise permitted under any other clause of this Section 6.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the honoring by a bank or time of incurrence thereof (together with all such other financial institution Indebtedness outstanding pursuant to this clause (j) at such time) ten percent (10%) of a check, draft or similar instrument drawn against insufficient funds in Consolidated Net Assets (the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d“Subsidiary Debt Basket Amount”); (xivk) other Indebtedness consisting not otherwise permitted under any other clause of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) Section 6.11 so long as (i) with respect to NDC, the aggregate principal amount of all such Priority Indebtedness outstanding NDC Guaranty is in reliance on this clause force (xvii)which may, plus pursuant to the terms thereof, be terminated upon notice to the Administrative Agent by the Borrower provided that (iiA) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (j) and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(Cthis clause (k), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured including Indebtedness of NDC, is equal to or less than the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness Debt Basket Amount, (AB) no Senior NDC Notes are outstanding and (C) no Default or Event of Default shall have has occurred and be continuing is continuing) or (ii) with respect to any other Subsidiary, such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.11, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and (B) all obligations thereunder of the Parent Guarantor party thereto shall be in compliance with terminated upon notice to the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed Administrative Agent by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided Borrower that (Ax) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of Indebtedness of all Indebtedness Subsidiaries outstanding at any time pursuant to the preceding clause (j) and this Section 9(a)(xxiclause (k) exceeding $1,000,000,000 is equal to or less than the Subsidiary Debt Basket Amount, and (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account y) no Default or Event of unpaid accrued interest Default has occurred and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projectsis continuing; and (xxiiil) liabilities extensions, renewals or replacements of Indebtedness permitted by this Section 6.11 that do not increase the amount of such Indebtedness (other than amounts incurred in the ordinary course to pay costs of business relating to the ownership and operation of the Leased Property and the routine administration of Lesseesuch extension, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documentsrenewal or refinancing), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary of the Borrower to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]Indebtedness arising under this Agreement and the other Loan Documents; (iib) Indebtedness of the Subsidiaries existing as of the Closing Date as referenced on Schedule 7.03 (and renewals, refinancings or extensions thereof on terms and conditions no less favorable in any material respect to such Person than such existing Indebtedness (excluding pricing, fees and other similar provisions which may be subject to market terms) and in a principal amount not in excess of the Restatement Date maximum amount permitted to be drawn as of the date of such renewal, refinancing or extension); (c) Capital Lease obligations and Indebtedness incurred (other than Indebtedness set forth in Schedule 9(a) and amendments7.03), modificationsin each case, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed provide all or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations a portion of the Parent Guarantor purchase price or any other Subsidiary; (v) Indebtedness costs of any Subsidiary incurred construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the acquisitionvalue of such asset owned by the Borrower or any of its Subsidiaries, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (Ai) such Indebtedness is initially when incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness the purchase price or cost of any Subsidiary as an account party in respect construction of letters of creditsuch asset or, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a checkSale and Leaseback Transaction, draft or similar instrument drawn against insufficient funds the fair market value of such asset and any transaction costs directly related thereto, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection principal balance outstanding thereon (together with any automated clearing-house transfers accrued interest thereon and closing costs relating thereto) at the time of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary such refinancing; and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (iiii) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent $100,000,000 at any time outstanding; (15%d) unsecured intercompany Indebtedness (subject, however, to the limitations of Section 7.02 in the case of the Parent Guarantor’s Consolidated Net Worth (determined as of Borrower or a Subsidiary extending the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) intercompany loan, advance or Section 8(a)(iicredit); (xviiie) unsecured Indebtedness and Obligations owing under Swap Contracts relating to the Loans hereunder and other Swap Contracts entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) secured Indebtedness not otherwise permitted by this Section 7.03 of the Lessee or Subsidiaries in an aggregate amount outstanding at any other Subsidiary so long as at time not to exceed $100,000,000; provided the time Liens in connection therewith are permitted pursuant to Section 7.01(o); (g) Guarantees of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness permitted under this Section 7.03; (h) in connection with any Permitted Monetization Transaction, (A) no Event of Default shall have occurred and be continuing Indebtedness owing under any Monetization Hedging Agreement or any Monetization Securities Agreement and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(fIndebtedness that is (i) secured by solely by Monetized Marketable Securities that are subject to a Monetization Hedging Agreement and (gii) otherwise non-recourse to the Consolidated Parties (other than a Monetization SPE); and (i) in connection with any Permitted Securitization Transaction; (xixj) other Indebtedness under the West Side Credit Agreement in an aggregate outstanding principal amount not to exceed $75,000,00050,000,000 at any time outstanding, unless such amount in excess of $50,000,000 is otherwise permitted pursuant to this Section 7.03; (xxk) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that Subsidiaries which (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) when combined with the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate attributable principal amount of all Indebtedness outstanding Permitted Securitization Transactions permitted under clause (i) above) does not exceed 10% of Consolidated Net Tangible Assets in the aggregate at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projectsoutstanding; and (xxiiil) liabilities incurred Indebtedness in the ordinary course respect of business relating to the ownership netting services, overdraft protections and operation of the Leased Property similar arrangements in each case in connection with cash management and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstancedeposit accounts.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary to createenter into, directly or indirectly, issue, incur, assume or permit Guarantee any Indebtedness unless (a) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to exist documentation in form and substance reasonably satisfactory to the Administrative Agent and (b) at the time of any incurrence of such Indebtedness, except: the aggregate principal amount of such Indebtedness of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) [reserved]; through (iiiv) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness existing on in effect at the Restatement Date 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 set forth in Schedule 9(a) and amendmentsany refinancing, modificationsrefunding, extensions, refinancings, renewals and replacements renewal or extension of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to except by the amount of accrued and unpaid accrued interest and premium thereon, any committed or undrawn amounts thereon and underwriting discounts, fees, commissions, premiums reasonable fees and expenses associated in connection with such Indebtednessrefinancing, refunding, renewal or extension); , (ii) any Indebtedness in effect as of the Effective Date that is listed on Schedule 2 (and any refinancing, refunding, renewal or extension of such Indebtedness that does not increase 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) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisitionadditional Indebtedness, constructionwhen aggregated, repairwithout duplication, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C6.01(m), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by 200,000,000 at any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition one time outstanding and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxiiiv) Indebtedness of the Lessee or any a Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceBorrower or another Subsidiary.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (ia) [reserved]Indebtedness created under the Loan Documents; (iib) Indebtedness existing on the Restatement Date date hereof and set forth in Schedule 9(a) 6.01 and extensions, renewals, amendments, modificationsrestatements, extensions, refinancings, renewals refinancings and replacements of any such Indebtedness with Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)thereof; (iiic) Indebtedness of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary to the Parent Guarantor or any Loan Party and (iii) any Subsidiary that is not a Loan Party to any other SubsidiarySubsidiary that is not a Loan Party; (ivd) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor Company or any other Subsidiary, all to the extent permitted by this Section 6.01; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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, amendments, modificationsrestatements, extensions, refinancings, renewals refinancings and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (Ai) such Indebtedness (other than a refinancing permitted above in this clause (e)) is initially incurred prior to or within one hundred and eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (ve) shall not exceed $75,000,000 50,000,000 at any time outstanding; (vif) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees, letters of guaranty or similar instruments; (viig) unfunded pension fund and other employee benefit plan obligations and liabilities Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the extent they are permitted to remain unfunded under applicable lawAttributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $250,000,000 at any time outstanding; (viiih) Guarantee obligations of any Subsidiary Guarantor in respect of the Senior Notes; (i) Indebtedness representing deferred compensation of Subsidiaries which are not Subsidiary Guarantors (including Guarantee Obligations) in an aggregate amount not exceeding an amount equal to employees incurred 10% of Consolidated Total Assets (or the foreign equivalent thereof) at any time outstanding; (j) Indebtedness under Swap Agreements entered into in the ordinary course of businessbusiness and not for speculative purposes; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (xk) Indebtedness of any Subsidiary in respect of performance bondsbid, bid bondsperformance, surety, appeal bonds, surety or replevin bonds and similar obligations, in each case provided issued in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit supporting such performance bondsobligation, bid bondsin each case, appeal bonds, surety bonds and similar obligationsnot in connection with Indebtedness for money borrowed; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiiil) Indebtedness in respect of obligations that are being contested in accordance with judgments or awards not deemed to be a default under Section 8(d7(k); (xivm) Indebtedness consisting of (A) deferred payments or financing of insurance premiums customary purchase price adjustments, earn-outs, indemnification obligations and similar items incurred in the ordinary course of business of any Subsidiary connection with acquisitions and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of businessasset sales not restricted by Section 6.03; (xvi) Indebtedness representing deferred compensationof a Person existing at the time such Person becomes a Subsidiary and not created in contemplation thereof; provided, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence acquisition of any such Priority Indebtedness in reliance on this clause (xvii)Person, the sum Company would be in compliance on a Pro Forma Basis with each of the covenants set forth in Section 6.07 (without duplicationgiving effect, if necessary, to the increase in the permitted maximum Consolidated Leverage Ratio in connection with a Material Acquisition set forth in Section 6.07(b) (ion the date of such Acquisition) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus and (ii) any refinancings, refundings, renewals, replacements or extensions thereof (without any increase in the aggregate principal amount of Indebtedness and other obligations thereof or any shortening of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) maturity of any principal amount thereof or the Parent Guarantor’s Consolidated Net Worth (determined as addition of any obligors thereunder other than the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(iiPerson so acquired); (xviiio) unsecured Indebtedness of any of the Lessee or any Company’s Subsidiaries in an aggregate amount not to exceed the foreign currency equivalent of $10,000,000 in respect of letters of credit denominated in currencies other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g)than Dollars; (xixp) other Indebtedness in the form of loans and advances to employees, and the guarantees of loans and advances to employees, in an aggregate outstanding principal amount not to exceed $75,000,0005,000,000 at any one time outstanding; (xxq) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after under the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term dated as of similar import (July 24, 2006, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, National Association as defined in the Bank Credit Agreement)administrative agent, as amended, restated, supplemented and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness otherwise modified from time to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projectstime; and (xxiiir) liabilities incurred additional Indebtedness of any of the Subsidiary Guarantors so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto and the Company and the Subsidiaries are in compliance on a Pro Forma Basis (giving effect, if necessary, to the increase in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, permitted maximum Consolidated Leverage Ratio in amounts not to exceed six percent (6%connection with a Material Acquisition set forth in Section 6.07(b) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past on the date invoiced (unless being contested in good faith in accordance of such Acquisition) with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstancecovenants contained in Section 6.07.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (ia) [reserved]Indebtedness created under the Loan Documents; (iib) Indebtedness existing on the Restatement Date date hereof and set forth in Schedule 9(a) 6.01 and extensions, renewals, amendments, modificationsrestatements, extensions, refinancings, renewals refinancings and replacements of any such Indebtedness with Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)thereof; (iiic) Indebtedness of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary to the Parent Guarantor or any Loan Party and (iii) any Subsidiary this is not a Loan Party to any other SubsidiarySubsidiary that is not a Loan Party; (ivd) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor Borrower or any other Subsidiary, all to the extent permitted by this Section 6.01; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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, amendments, modificationsrestatements, extensions, refinancings, renewals refinancings and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (Ai) such Indebtedness (other than a refinancing permitted above in this clause (e)) is initially incurred prior to or within one hundred and eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (ve) shall not exceed $75,000,000 50,000,000 at any time outstanding; (vif) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees, letters of guaranty or similar instruments; (viig) unfunded pension fund and other employee benefit plan obligations and liabilities Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the extent they are permitted to remain unfunded under applicable lawAttributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $250,000,000 at any time outstanding; (viiih) Guarantee obligations of any Subsidiary Guarantor in respect of the Senior Notes; (i) Indebtedness representing deferred compensation of Subsidiaries which are not Subsidiary Guarantors (including Guarantee Obligations) in an aggregate amount not exceeding an amount equal to employees incurred 10% of Consolidated Total Assets (or the foreign equivalent thereof) at any time outstanding; (j) Indebtedness under Swap Agreements entered into in the ordinary course of businessbusiness and not for speculative purposes; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (xk) Indebtedness of any Subsidiary in respect of performance bondsbid, bid bondsperformance, surety, appeal bonds, surety or replevin bonds and similar obligations, in each case provided issued in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit supporting such performance bondsobligation, bid bondsin each case, appeal bonds, surety bonds and similar obligationsnot in connection with Indebtedness for money borrowed; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiiil) Indebtedness in respect of obligations that are being contested in accordance with judgments or awards not deemed to be a default under Section 8(d7(k); (xivm) Indebtedness consisting of (A) deferred payments or financing of insurance premiums customary purchase price adjustments, earn-outs, indemnification obligations and similar items incurred in the ordinary course of business of any Subsidiary connection with acquisitions and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of businessasset sales not restricted by Section 6.03; (xvi) Indebtedness representing deferred compensationof a Person existing at the time such Person becomes a Subsidiary and not created in contemplation thereof; provided, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence acquisition of any such Priority Indebtedness in reliance on this clause (xvii)Person, the sum Borrower would be in compliance on a Pro Forma Basis with each of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding covenants set forth in reliance on this clause (xvii), plus Section 6.07 and (ii) any refinancings, refundings, renewals, replacements or extensions thereof (without any increase in the aggregate principal amount of Indebtedness and other obligations thereof or any shortening of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) maturity of any principal amount thereof or the Parent Guarantor’s Consolidated Net Worth (determined as addition of any obligors thereunder other than the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(iiPerson so acquired); (xviiio) unsecured Indebtedness of any of the Lessee or any Borrower’s Subsidiaries in an aggregate amount not to exceed the foreign currency equivalent of $10,000,000 in respect of letters of credit denominated in currencies other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g)than Dollars; (xixp) other Indebtedness in the form of loans and advances to employees, and the guarantees of loans and advances to employees, in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding 5,000,000 at any one time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projectsoutstanding; and (xxiiiq) liabilities incurred in the ordinary course additional Indebtedness of business relating to the ownership and operation any of the Leased Property Subsidiary Guarantors so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto and the routine administration of Lessee, Borrower and the Subsidiaries are in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance compliance on a Pro Forma Basis with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstancecovenants contained in Section 6.07.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) [reserved]the amount of such Indebtedness is not 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 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person 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 value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) Indebtedness under the WC Term Loan Credit Agreement, provided that (A) the aggregate principal amount of Indebtedness outstanding thereunder at any time after the Third Restatement Effective Date does not exceed the principal amount thereof outstanding on the Third Restatement Effective Date, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancings, refundings, renewals or extensions thereof, and (B) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (x) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto as of the Third Restatement Effective Date or (y) each Subsidiary that is a primary obligor or guarantor with respect thereto is a Loan Party, and (ii) Indebtedness existing on under the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements Actavis Revolving Credit Agreement of any such Indebtedness Subsidiary that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)is a Loan Party; (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (ive) Guarantees by any Subsidiary of Indebtedness or other obligations otherwise permitted hereunder of the Parent Guarantor or any other SubsidiarySubsidiary or of Ultimate Parent; (vf) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited herebyClosing Date, and amendments, modifications, extensions, any refinancings, refundings, renewals or extensions thereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and replacements is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and (iii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent; (g) Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness in an aggregate principal amount at any one time outstanding not to exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent, subject, in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding that, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, does not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent; (i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); (j) any Acquisition Indebtedness; (k) Indebtedness of the Allergan Acquired Business or any of its Subsidiaries existing at the time of consummation of the Allergan Acquisition that is permitted, under the Allergan Merger Agreement (as in effect on the Third Restatement Effective Date), to remain outstanding following consummation of the Allergan Acquisition, and any refinancings, refundings, renewals or extensions thereof; provided that (i) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party and (ii) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed the principal amount thereof outstanding at such time, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof; and (i) unsecured Indebtedness of the Borrower or Actavis SCS under the Allergan Bridge Facility and/or other unsecured Indebtedness of the Borrower or Actavis SCS incurred to finance the Allergan Acquisition and the related transactions (including any Allergan Acquisition Indebtedness of the Borrower or Actavis SCS), and any refinancings, refundings, renewals or extensions thereof, provided that (A) such Indebtedness no Subsidiary that is not incurred in contemplation of such acquisition a Loan Party shall be a primary obligor or guarantor with respect thereto and (B) the aggregate outstanding principal amount of such Indebtedness at any one time outstanding does not exceed $200,000,000; 36,400,000,000, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof, and (xxiii) Indebtedness of the “Obligations” (as defined in Borrower under the Bank Credit Agreement) Allergan Cash Bridge Facility in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance$4,698,000,000.

Subsidiary Indebtedness. The Parent Guarantor will not Allow or permit Lessee or any other Subsidiary to create, incur, assume or permit suffer to exist any IndebtednessIndebtedness in an aggregate outstanding principal amount which exceeds 20% of Consolidated Net Worth (measured as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (provided that, exceptfor the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if such aggregate outstanding principal amount of Indebtedness shall not at a later time exceed 20% of Consolidated Net Worth so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness was permitted to be incurred)), other than the following: (a) (i) [reserved]; Indebtedness owing to the Company or to any other Subsidiary of the Company and (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements guaranties of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary owing to the Parent Guarantor Company or to any other Subsidiary; (ivb) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred guaranties in the ordinary course of businessbusiness of the obligations of suppliers, customers, franchisees and licensees of such Subsidiary; (ixc) GuaranteesIndebtedness incurred by any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Subsidiarysuch Subsidiary pursuant to such agreements, in each case incurred or assumed in connection with an Acquisition acquisitions or disposition dispositions of any business, assets or other acquisition Subsidiary of assets not prohibited hereundersuch Subsidiary; (xd) Indebtedness owed to any Person (including obligations in respect of letters of credit) which finances worker’s compensation, health, disability, life insurance or other employee benefits or property, casualty or liability insurance or captive insurance, or which may be deemed to exist pursuant to reimbursement or indemnification obligations to such Person; (i) Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and (ii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in obligations to the ordinary course of business, including guarantees or extent any such obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligationsconstitute indebtedness; (xif) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit and 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 business; (g) Indebtedness pursuant to a Permitted Securitization Transaction; (h) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, extensions or otherwise in respect of replacements thereof that do not increase the outstanding principal amount thereof, plus any netting servicesaccrued interest, overdrafts premium, fees, costs and related liabilities arising from treasury, depository and cash management services or expenses payable in connection with any automated clearing-house transfers of fundssuch refinancing, refunding, renewal or extension; (xiii) Indebtedness incurred to finance the acquisition, construction or improvement of any property (or Indebtedness to finance the development, construction, lease, repairs, additions or improvements to property (real or personal) whether through the direct purchase of such assets or through the purchase of equity interests in respect to judgments or awards under circumstances not giving rise to an Event a Person owning such assets), including capital leases, tax retention and other synthetic lease obligations and purchase money obligations; provided that any such Indebtedness shall be secured only by the property acquired in connection with the incurrence of Defaultsuch Indebtedness and any proceeds and products thereof; (xiiij) Indebtedness in respect obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that such obligations that are being contested in accordance with Section 8(d); (xivor were) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred entered into by such Subsidiary in the ordinary course of business for the purpose of any Subsidiary and (B) take directly mitigating risks associated with liabilities, commitments, investments, assets, or pay obligations contained in any supply agreement entered into property held or reasonably anticipated by such Subsidiary, or changes in the ordinary course value of business;securities issued by such Subsidiary, and not for purposes of speculation; and (xvk) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Acquired Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, refinancings, refundings, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is thereof which do not incurred in contemplation of such acquisition and (B) increase the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000thereof plus interest, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreementpremium, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), fees and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceexpenses.

Subsidiary Indebtedness. The Parent Permit any Subsidiary (including any Designated Borrower) that is not a Subsidiary Guarantor will not permit Lessee or any other Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]Indebtedness of Designated Borrowers under the Loan Documents; (iib) Indebtedness existing outstanding on the Restatement Closing Date and listed on Schedule 7.02(b) and additional Indebtedness incurred after the Closing Date under the revolving credit arrangements listed on Schedule 7.02(b) in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth in on such Schedule 9(a) and amendments, modifications, extensionsany replacements, refinancings, refundings, renewals and replacements or extensions thereof; provided that the principal amount of any such Indebtedness that does is not increase increased at the outstanding principal amount time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule and the maturity thereof (other is not shortened to a date earlier than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with the maturity thereof set forth on such Indebtedness)Schedule; (iiic) Indebtedness of Fxxxxx and its Subsidiaries outstanding on the Closing Date and listed on Schedule 7.02(c) and Indebtedness incurred by any Subsidiary of the Company, Fxxxxx or any of its Subsidiaries during the period between the Closing Date and the Effective Date and listed on Schedule 7.02(c) and, in each case, any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not 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 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (d) Indebtedness of any Subsidiary of Fxxxxx contemplated by Fxxxxx prior to the Effective Date and consummated after the Effective Date in an aggregate amount not to exceed, at any time outstanding, $200,000,000; (e) Indebtedness of any Subsidiary to the Parent Guarantor Company or to any other Subsidiary; (ivf) Guarantees by any Subsidiary in respect of Indebtedness or other obligations of the Parent Guarantor Company or any other Subsidiary; (v) Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries that are not Subsidiary Guarantors in respect of Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) Guarantor shall not exceed $75,000,000 exceed, at any time outstanding;, $50,000,000 in the aggregate; and (vig) Indebtedness of all Subsidiaries (other than any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up not to $1,000,000,000exceed, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendmentoutstanding, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness 10% of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation total book value of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) Consolidated Total Tangible Assets of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty Company and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceits Subsidiaries.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary of its Subsidiaries to contract, create, incurincur or assume any Indebtedness for borrowed money, assume or permit to exist any Indebtedness, exceptother than: (ia) [reserved]Indebtedness owing by a Subsidiary of the Borrower to the Borrower or any Subsidiary of the Borrower; (iib) purchase money Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repairor improvement, replacementor capital lease of assets (including equipment); provided that such Indebtedness when incurred shall not exceed the purchase price and costs, lease as applicable, of acquisition, construction or improvement of any fixed or capital assetsthe asset(s) financed and all fees, costs and expenses relating thereto; (c) Indebtedness of a Subsidiary which Indebtedness exists prior to the time of acquisition of such Subsidiary (including Capital Lease Obligations and any Indebtedness assumed in connection with at the time of the acquisition of any the capital stock or assets of such assets Person or secured a merger with or consolidation with such Person by the Borrower or a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (ASubsidiary) as long as such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall was not exceed $75,000,000 at any time outstandingcreated in anticipation thereof; (vid) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (viii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters unsecured overdraft lines of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds or for working capital purposes in foreign countries with financial institutions and similar obligations; (xiii) Indebtedness arising from the honoring by a bank or other financial institution person of a check, draft or similar instrument drawn inadvertently drawing against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xiie) extensions, refinancing, renewals or replacements (or successive extensions, refinancing, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in respect the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to judgments pay the costs of such extension, refinancing, renewal or awards under circumstances not giving rise to an Event of Defaultreplacement; (xiiif) during the period commencing on the consummation of the “Merger” (as defined in the Merger Agreement) and ending on the date that is ninety (90) days thereafter, Indebtedness in respect of obligations that are being contested in accordance with Section 8(d);under the 8.50% Senior Notes; and (xivg) any other Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred not otherwise permitted by this Section 7.2.4 in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate a principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not to exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting Tangible Assets in the aggregate principal amount of all Indebtedness outstanding at any one time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceoutstanding.

Subsidiary Indebtedness. The Parent Guarantor will shall not permit Lessee any of its Subsidiaries directly or any other Subsidiary indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ia) [reserved]; (iib) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements respect of guaranties executed by any such Indebtedness that does not increase the outstanding principal amount thereof (other than Parent Credit Agreement Subsidiary Guarantor with respect to unpaid accrued interest and premium thereonany Indebtedness of the Parent, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with provided such Indebtedness)Indebtedness is not incurred by the Parent in violation of this Agreement; (iiic) Indebtedness in respect of obligations secured by Customary Permitted Liens; (d) Indebtedness constituting Contingent Obligations permitted by Section 6.05; (e) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Parent Guarantor or to any other wholly-owned Subsidiary; (ivf) Guarantees by any Subsidiary Indebtedness in respect of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiaryunder Swap Agreements permitted under Section 6.15; (vg) Indebtedness with respect to surety, appeal and performance bonds obtained by any of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred Parent’s Subsidiaries in the ordinary course of business; (ixh) GuaranteesPrior to the Spin-Off Date, surety bonds or performance bonds securing Indebtedness incurred pursuant to the performance of any Subsidiary, in each case Spinco High Yield Bond Financing so long as the Spinco High Yield Bond Conditions are satisfied; (i) Indebtedness incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunderany Permitted Receivables Facility; (xj) 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 Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or assumed in connection with any automated clearing-house transfers Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of fundssuch Permitted Acquisition; (xiil) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of DefaultSeparation Obligations; (xiiim) Other Indebtedness in respect of obligations addition to that are being contested referred to elsewhere in accordance with this Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums 6.01 incurred in by the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any SubsidiaryParent’s Subsidiaries; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) no Default or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) at the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation date of such acquisition incurrence or would result therefrom; and (B) provided further that the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding incurred by the Parent’s Subsidiaries (other than Indebtedness incurred pursuant to clauses (b), (e), (f), (i), (j) and (l) of this Section 6.01) shall not at any time pursuant to this Section 9(a)(xxiexceed 25% of the Parent’s Consolidated Total Capitalization. Notwithstanding the foregoing, in no event shall (x) exceeding $1,000,000,000 (other than the Borrower directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to increases any Indebtedness other than the Obligations and Indebtedness permitted pursuant to the foregoing clause (e), or (y) any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness Subsidiary of the Lessee Borrower directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred Indebtedness otherwise permitted hereunder in the ordinary course of business relating to the ownership and operation an aggregate amount outstanding for all such Subsidiaries of the Leased Property and the routine administration Borrower which, together with Contingent Obligations permitted to be incurred by such Subsidiaries pursuant to Section 6.05, at any time exceeds 5% of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceConsolidated Tangible Assets.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (i) [reserved]; (ii) Indebtedness existing on the Restatement Bank Credit Agreement Effective Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessamendment, modification, extension, refinancing, renewal or replacement); (iii) Indebtedness or preferred stock of any Subsidiary issued to and held by the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 100,000,000 at any time outstanding;; Regeneron Pharmaceuticals, Inc. Third Amended and Restated Guaranty (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees and former employees, as applicable, incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Bank Credit Agreement Effective Date;; Regeneron Pharmaceuticals, Inc. Third Amended and Restated Guaranty (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (iA) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (iiB) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) or 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii)); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections Section 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000100,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000acquisition; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,0001,250,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” Agreement or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 1,250,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessamendment, modification, extension, refinancing, renewal or replacement);; Regeneron Pharmaceuticals, Inc. Third Amended and Restated Guaranty (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and other Collateral and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the LoansRent Assignment Contributions, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a promissory note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reservedIntentionally Omitted]; (iib) Indebtedness existing (including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Restatement Effective Date and listed on Schedule 7.02 and additional Indebtedness incurred after the Effective Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth in on such Schedule 9(a) and amendments, modifications, extensionsany replacements, refinancings, refundings, renewals and replacements or extensions thereof; provided that the principal amount of any such Indebtedness that does is not increase increased at the outstanding principal amount thereof (other than time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the extent any change occurs between the Effective Date and the Acquisition Closing Date solely with respect to unpaid accrued interest and premium thereonIndebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Acquisition Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Acquisition Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Effective Date without any committed requirement for any amendment or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)any consent by the Administrative Agent or any Lender; (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Company or to any other Subsidiary; (ivd) [Intentionally Omitted]; (e) Guarantees by any Subsidiary in respect of Indebtedness or other obligations of the Parent Guarantor Company or any other Subsidiary; (v) Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) Company shall not exceed $75,000,000 exceed, at any time outstanding, $50,000,000 in the aggregate; (vif) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty one or similar instruments; more Subsidiaries under the Existing Revolving Credit Agreement (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution European commercial paper of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xiiSubsidiary) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000;2.5 billion; and (xxg) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) all Subsidiaries in an aggregate principal amount of up not to $1,000,000,000exceed, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendmentoutstanding, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness 10% of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation total book value of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) Consolidated Total Tangible Assets of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty Company and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceits Subsidiaries.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (i) [reserved]; (iia) Indebtedness existing on the Restatement Date date hereof and set forth in Schedule 9(a) 7.02 and amendments, modificationsrefinancings, extensions, refinancings, renewals and replacements of any such Indebtedness that does do not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereonbeyond the then outstanding principal amount thereof, any committed or undrawn amounts and underwriting discounts, plus all fees, commissions, premiums and expenses associated with interest payable in respect of such Indebtedness)Indebtedness or such refinancing, extension, renewal or replacement; (iiib) Indebtedness of any Subsidiary to the Parent Guarantor Borrower or any other Subsidiary; (ivc) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (vd) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease improvement or improvement repair of any fixed or capital assetsasset, including obligations under Capital Lease Obligations Leases, mortgage financings, purchase money Indebtedness and any Indebtedness assumed in connection with the acquisition of any such assets asset or secured by a Lien on any such assets asset prior to the acquisition thereof, and amendments, modificationsrefinancings, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof beyond the then outstanding principal amount thereof, plus all fees, premiums and interest payable in respect of such Indebtedness or such refinancing, extension, renewal or replacement; provided that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 360 days after such acquisition or the completion of such construction, repairimprovement or repair (or incurred in connection with such refinancing, extension, renewal or replacement, lease or improvement ) and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (vd) shall not exceed $75,000,000 in the aggregate at any time outstanding; (vie) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiif) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ixi) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bondsperformance, bid bonds, appeal bondsbid, surety or appeal bonds and similar obligations, in each case completion guarantees provided in the ordinary course of business, including guarantees or obligations with respect business and (ii) under Swap Contracts entered into to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds protect against fluctuations in exchange and similar obligationsinterest rates and not for speculative purposes; (xig) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds;Permitted Financing; and (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixh) other Indebtedness in an aggregate outstanding principal amount not to exceed exceeding $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding 100,000,000 at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceoutstanding.

Subsidiary Indebtedness. The Parent Guarantor will Company shall not permit Lessee any Restricted Subsidiary to, directly or any other Subsidiary to indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]; (iib) Indebtedness existing of the Loan Parties under the Loan Documents; (c) Indebtedness outstanding on the Fifth Restatement Effective Date and set forth any Permitted Refinancing thereof; (d) Guarantees by a Restricted Subsidiary in Schedule 9(a) and amendmentsrespect of Indebtedness of another Restricted Company otherwise permitted hereunder (including, modificationsfor the avoidance of doubt, extensions, refinancings, renewals and replacements unsecured Guarantees in respect of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessobligations of the Securitization Vehicle under a Securitization Financing permitted by Section 7.03(v); (iiie) Indebtedness of a Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; (f) [reserved]; (g) Indebtedness of any Subsidiary to the Parent Guarantor or Restricted Subsidiaries in an aggregate principal amount at any other Subsidiary; time outstanding (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection together with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (vand other obligations secured in reliance on Section 7.01(x), but without duplication thereof) shall that does not exceed the greater of (i) $75,000,000 at any time outstanding500,000,000 and (ii) 15% of Consolidated Shareholders’ Equity; (vih) Indebtedness of a Restricted Subsidiary assumed in connection with any Subsidiary as an account party Permitted Acquisition and not incurred in respect of letters of creditcontemplation thereof (including any SunGard Notes), bank guarantees, letters of guaranty or similar instrumentsand any Permitted Refinancing thereofof any such Indebtedness (other than any SunGard Notes); (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiii) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (ixj) GuaranteesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, surety bonds present or performance bonds securing former directors, officers, members of management, employees or consultants of the performance 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 SubsidiaryRestricted 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) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations; (o) 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 incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bondscase, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or ; (p) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit supporting 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 performance bondssimilar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, bid bondssuch obligations are reimbursed within 30 days following such drawing or incurrence; (q) obligations in respect of bid, performance, stay, customs, appeal bonds, and surety bonds and similar obligations; (xi) Indebtedness arising from the honoring performance and completion guarantees provided by a bank Restricted Subsidiary or other financial institution obligations in respect of a checkletters of credit related thereto, draft or similar instrument drawn against insufficient funds in each case in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection consistent with any automated clearing-house transfers of fundspast practice; (xiir) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default[reserved]; (xiiis) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (t) Indebtedness in respect of any Subsidiary and (B) take letter of credit or pay obligations contained in any supply agreement bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (xvu) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on in connection with relocation service transactions and secured by the Restatement Dateproperties which are the subject of such transactions; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary incurred in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after receivables securitization transaction involving the Restatement Date in Restricted Subsidiaries and a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessSecuritization Vehicle (a “Securitization Financing”); provided that (A) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is not incurred in contemplation lower, of such acquisition and the property being acquired on the date of acquisition, (B) the aggregate outstanding principal amount of 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 exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (encumber any property other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on the property financed by such Indebtedness, and (ii) any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness unsecured Guarantee by any Restricted Subsidiary of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation obligations of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by Securitization Vehicle under a note, and which amounts are normal and reasonable under the circumstance.Securitization Financing;

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (ia) [reserved]the Obligations; (iib) Indebtedness existing on the Restatement Date date hereof and set forth in Schedule 9(a) 6.01 to the Disclosure Letter and amendments, modifications, extensions, refinancingsrenewals, renewals refinancings and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof (except by an amount equal to a reasonable premium or other than with respect to unpaid accrued interest reasonable amount paid, and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums fees and expenses associated reasonably incurred, in connection with such Indebtedness)extensions, renewals, refinancings or replacements; (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Borrower or any other Subsidiary; (ivd) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor Borrower or any other Subsidiary; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, including Capital Financing Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (and any additions, accessions, parts, improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (Ai) such Indebtedness is initially incurred prior to or within one two hundred eighty seventy (180270) days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (ve) at any time outstanding shall not exceed the greater of (x) $75,000,000 125,000,000 and (y) 1.25% of Consolidated Total Assets at any the time outstandingincurred; (vif) Indebtedness of any Subsidiary as an account party in respect of trade or standby letters of credit, bank guarantees, letters guarantees and bankers’ acceptances and any guarantees of guaranty or similar instrumentssuch Indebtedness of another Subsidiary; (viig) unfunded pension fund and Indebtedness with respect to surety, appeal, indemnity, performance or other employee benefit plan similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, xxxxxxx money or similar obligations and liabilities to in connection with any acquisitions, dispositions permitted by Section 6.04 or other uses provided for in clause (d) of the extent they are permitted to remain unfunded under applicable lawdefinition of Permitted Encumbrances; (viiih) Indebtedness representing deferred compensation to employees arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (i) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (j) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (ixk) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtednessdate hereof pursuant to an acquisition permitted hereunder; provided that (A) such Indebtedness exists at the time such Person becomes a Subsidiary and is not incurred created in contemplation of or in connection with such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000;Person becoming a Subsidiary; and (xxil) the “Obligations” (as defined in the Bank Credit Agreement) Indebtedness in an aggregate principal amount of up to $1,000,000,000amount, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in when aggregated with the aggregate principal amount of all Indebtedness outstanding secured by Liens permitted by Section 6.02(n), not exceeding 10% of Consolidated Total Assets at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceoutstanding.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any Restricted Subsidiary (other than any Subsidiary to Guarantor) to, create, incur, assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) Indebtedness under the Loan Documents; (b) (i) [reserved]; Indebtedness outstanding on the Closing Date as set forth on Schedule 6.01(b) and any Permitted Refinancing Indebtedness in respect thereof and (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect owed by a Restricted Subsidiaries pursuant to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)an Investment; (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (ivc) Guarantees by any Restricted Subsidiary of Indebtedness or other obligations of the Parent Guarantor Borrower or any other Restricted Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted to be incurred by the Borrower or such Restricted Subsidiary under this Section 6.01; (vd) Indebtedness of incurred by any Restricted Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty bankers’ acceptances, warehouse receipts or similar instruments; (vii) unfunded pension fund and other employee benefit plan instruments issued or created, or relating to obligations and or liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred incurred, in the ordinary course of businessbusiness or consistent with past practice, including 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 reimbursement-type obligations regarding workers compensation claims; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (xe) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds bonds, performance and completion guarantees and similar obligationsobligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xif) Indebtedness in respect of non-speculative Swap Contracts relating to the business or operations of the Borrower or any Restricted Subsidiary; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft check or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting servicesbusiness, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsso long as such Indebtedness is repaid within five Business Days; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiiih) Indebtedness in respect of obligations letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Restricted Subsidiary engaged in clearing operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are being contested in accordance with Section 8(d)repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (xivi) any Indebtedness of any clearing house incurred in connection with arrangements related to any clearing operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the clearing operations or such clearing house; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (j) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary that does not increase regulatory capital incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority; (k) Indebtedness consisting of (A) deferred payments or the financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business;. (xvi) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any SubsidiaryRestricted Subsidiary consisting of purchase money Indebtedness for purposes of acquiring fixed or capital assets and Capital Lease Obligations; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii)Indebtedness, the sum of (without duplication) (i) Borrower would be in compliance on a Pro Forma Basis with the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined Financial Covenants as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(iTest Period and (ii) or Section 8(a)(ii)any Permitted Refinancing Indebtedness in respect thereof; (xviiim) unsecured Indebtedness arising from agreements of the Lessee Borrower or any other Restricted Subsidiary so long as at the time providing for indemnification, adjustment of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be purchase or acquisition price or similar obligations, in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness each case, incurred or assumed by any Subsidiary in connection with any Acquisition acquisition, Investment or other acquisition the disposition of any property or business, assets or a Restricted Subsidiary not prohibited by this Agreement; (n) Indebtedness supported by a Letter of any Person that becomes a Subsidiary after the Restatement Date Credit, in a transaction principal amount not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements in excess of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation 105% of such acquisition and (B) the aggregate outstanding principal stated amount of such Indebtedness does not exceed $200,000,000Letter of Credit; (xxio) Indebtedness representing deferred compensation or similar arrangements to any future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the “Obligations” Borrower (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000or any direct or indirect parent, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined thereinPublic Company Parent, thereof) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities of its Restricted Subsidiaries incurred in the ordinary course of business relating or consistent with past practice; (p) Indebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former officers, managers, members, independent contractors, consultants, directors and employees, their respective Controlled Investment Affiliates or Immediate Family Members, in each case, to finance the ownership and operation purchase or redemption of Equity Interests of the Leased Property Borrower or any direct or indirect parent (including Public Company Parent); (q) obligations in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (r) Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights and the routine administration settlement of Lesseeany claims or actions (whether actual, contingent or potential) with respect thereto; (s) secured or unsecured Indebtedness in amounts an aggregate principal amount outstanding not to exceed six percent the greater of $365,000,000 and 50.0% of LTM Consolidated EBITDA (6%at the time of incurrence) and, without duplication, any Permitted Refinancing Indebtedness in respect thereof; (t) [reserved]; (u) Indebtedness arising from Permitted Intercompany Activities; and (v) all premiums (if any), interest (including post-petition interest and paid-in-kind interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the principal balance categories of Indebtedness described above, the Borrower may, in its sole discretion, classify all or a portion of such item of Indebtedness or any portion thereof in a manner that complies with this Section 6.01 and will only be required to include the amount and type of such Indebtedness in one or more of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable above clauses; provided that all Indebtedness outstanding under the circumstanceLoan Documents and, in each case, any Permitted Refinancing thereof, will at all times be deemed to be outstanding in reliance only on the exception in Section 6.01(a).

Subsidiary Indebtedness. The Parent Guarantor will not Allow or permit Lessee or any other Subsidiary to create, incur, assume or permit suffer to exist any IndebtednessIndebtedness in an aggregate outstanding principal amount which exceeds 20% of Consolidated Net Worth (measured as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (provided that, exceptfor the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if such aggregate outstanding principal amount of Indebtedness shall not at a later time exceed 20% of Consolidated Net Worth so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness was permitted to be incurred)), other than the following: (a) (i) [reserved]; Indebtedness owing to the Company or to any other Subsidiary of the Company and (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements guaranties of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary owing to the Parent Guarantor Company or to any other Subsidiary; (ivb) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred guaranties in the ordinary course of businessbusiness of the obligations of suppliers, customers, franchisees and licensees of such Subsidiary; (ixc) GuaranteesIndebtedness incurred by any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Subsidiarysuch Subsidiary pursuant to such agreements, in each case incurred or assumed in connection with an Acquisition acquisitions or disposition dispositions of any business, assets or Subsidiary of such Subsidiary; Exhibit 4.1 (d) Indebtedness owed to any Person (including obligations in respect of letters of credit) which finances worker’s compensation, health, disability, life insurance or other acquisition of assets not prohibited hereunderemployee benefits or property, casualty or liability insurance or captive insurance, or which may be deemed to exist pursuant to reimbursement or indemnification obligations to such Person; (xi) Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and (ii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in obligations to the ordinary course of business, including guarantees or extent any such obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligationsconstitute indebtedness; (xif) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit and 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 business; (g) Indebtedness pursuant to a Permitted Securitization Transaction; (h) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, extensions or otherwise in respect of replacements thereof that do not increase the outstanding principal amount thereof, plus any netting servicesaccrued interest, overdrafts premium, fees, costs and related liabilities arising from treasury, depository and cash management services or expenses payable in connection with any automated clearing-house transfers of fundssuch refinancing, refunding, renewal or extension; (xiii) Indebtedness incurred to finance the acquisition, construction or improvement of any property (or Indebtedness to finance the development, construction, lease, repairs, additions or improvements to property (real or personal) whether through the direct purchase of such assets or through the purchase of equity interests in respect to judgments or awards under circumstances not giving rise to an Event a Person owning such assets), including capital leases, tax retention and other synthetic lease obligations and purchase money obligations; provided that any such Indebtedness shall be secured only by the property acquired in connection with the incurrence of Defaultsuch Indebtedness and any proceeds and products thereof; (xiiij) Indebtedness in respect obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that such obligations that are being contested in accordance with Section 8(d); (xivor were) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred entered into by such Subsidiary in the ordinary course of business for the purpose of any Subsidiary and (B) take directly mitigating risks associated with liabilities, commitments, investments, assets, or pay obligations contained in any supply agreement entered into property held or reasonably anticipated by such Subsidiary, or changes in the ordinary course value of business;securities issued by such Subsidiary, and not for purposes of speculation; and (xvk) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Acquired Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, refinancings, refundings, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is thereof which do not incurred in contemplation of such acquisition and (B) increase the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000thereof plus interest, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreementpremium, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), fees and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceexpenses.

Subsidiary Indebtedness. The Parent Guarantor will Company shall not permit Lessee or any other Subsidiary its Subsidiaries to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $20,000,000 or more, being described on Schedule 5.17 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) [reserved]; so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), or (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, such extensions, refinancingsrenewals or refinancings are otherwise expressly permitted by, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof are effected pursuant to, another clause in this Section 6.11 (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessclause (l) hereof); (iiib) Indebtedness of any Subsidiary under the Credit Documents; (c) intercompany loans and advances to the Parent Guarantor Company or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Company or any other SubsidiarySubsidiaries of the Company; (ivd) Guarantees by Indebtedness under any Subsidiary Interest Rate Protection Agreements and any Currency Rate Protection Agreements, in each case entered into in the ordinary course of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiarybusiness and not for speculative purposes; (ve) Indebtedness (i) under unsecured lines of any Subsidiary incurred to finance credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the acquisition, construction, repair, replacement, lease 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 honoring by a Lien on any such assets prior to the acquisition thereofbank or other Person of a check, and amendmentsdraft or similar instrument inadvertently drawing against insufficient funds, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) all such Indebtedness is initially incurred prior not to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) exceed $200,000,000 in the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (vif) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Company or is merged with or into the Company or any Subsidiary as an account party of the Company and not incurred in respect contemplation of letters such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of creditsuch Indebtedness (other than amounts included to pay costs of such extension, bank guarantees, letters of guaranty renewal or similar instrumentsrefinancing; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiig) Indebtedness representing deferred compensation (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to employees incurred letters of credit issued in the ordinary course of business; (ixh) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed Indebtedness created in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereundersecuritization programs, if any; (xi) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligationsNon-recourse Debt; (xij) Indebtedness arising from (not otherwise permitted under any other clause of this Section 6.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the honoring by a bank or time of incurrence thereof (together with all such other financial institution Indebtedness outstanding pursuant to this clause (j) at such time) ten percent (10%) of a check, draft or similar instrument drawn against insufficient funds in Consolidated Net Assets (the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d“Subsidiary Debt Basket Amount”); (xivk) other Indebtedness consisting not otherwise permitted under any other clause of this Section 6.11 so long as such Subsidiary has in force a Subsidiary Guaranty, provided that any such Subsidiary Guaranty (Aincluding the NDC Guaranty and the NHIL Guaranty) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay all obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees thereunder of the Parent Guarantor or any Subsidiary incurred in party thereto shall be terminated upon notice to the ordinary course of business or existing on Administrative Agent by the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided Company that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause termination (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (iix) the aggregate principal amount of Indebtedness of all Subsidiaries that do not have in force a Subsidiary Guaranty is equal to or less than the Subsidiary Debt Basket Amount, and other obligations (y) no Default or Event of the Parent Guarantor Default has occurred and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii);is continuing; and (xviiil) unsecured extensions, renewals or replacements of Indebtedness of permitted by this Section 6.11 that do not increase the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence amount of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not than amounts incurred to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation pay costs of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, renewal or refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) [reserved]the amount of such Indebtedness is not increased 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 refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), 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 Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or 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) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness existing on the Restatement Date hereafter incurred (including obligations in respect of capital leases and set forth in Schedule 9(aSynthetic Lease Obligations) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 is secured by a Lien on any such fixed assets prior to the acquisition and all renewals, refinancings and extensions thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of all such Indebtedness permitted by incurred pursuant to this clause (vii) shall not exceed $75,000,000 35,000,000 at any one time outstanding; (vid) 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 (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an account party Acquisition to the extent, in respect each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of letters of credit, bank guarantees, letters of guaranty or similar instrumentscustomary performance based earn-out payments incurred in connection with an Acquisition; (viie) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (ixf) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunderintercompany Indebtedness permitted under Section 7.02; (xg) Indebtedness of any Subsidiary in respect of performance bondsobligations to purchase or redeem Equity Interests held by current or former partners, bid bondsofficers, appeal bondsdirectors, surety bonds employees, independent contractors, consultants, service providers and similar obligationstheir respective estates, in each case provided in the ordinary course of business, including guarantees spouses or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into former spouses in the ordinary course of business; (xvh) Indebtedness, including Indebtedness representing deferred compensationincurred in connection with stock lending transactions, severance, pension, 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 health and welfare retirement benefits or shall not exceed an aggregate principal amount equal to the equivalent to current and former employees underlying value of the Parent Guarantor or any Subsidiary incurred in shares which are the ordinary course basis for such Indebtedness (the value of business or existing on such shares to be determined as of the Restatement Datedate such Indebtedness is incurred); (xvii) customer advances 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 the Delegated Underwriting and Servicing Program and/or Xxxxxxx Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or deposits or other endorsements for collection, deposit or negotiation and warranties of products or servicessimilar programs, in each case received or incurred in the ordinary course of business;; and (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixj) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the difference of $75,000,000; (xx) Indebtedness assumed by 30,000,000 and, without duplication, any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not Liens incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement7.01(s), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Company will not permit Lessee or any other Subsidiary to to, create, incur, assume or permit to exist any Indebtedness, except: (ia) Indebtedness under the Credit Documents; (b) [reserved]; (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Company or any other Subsidiary; (ivd) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor Company or any other Subsidiary; (ve) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 90 days after such acquisition or the completion of such constructionconstruction or improvement; (f) obligations under (i) Swap Agreements entered into to hedge or mitigate risks to which any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Company or any of its Subsidiaries) or (ii) Swap Agreements entered into in order to effectively cap, repaircollar or exchange interest rates (from fixed to floating rates, replacement, lease from one floating rate to another floating rate or improvement and otherwise) with respect to any interest-bearing liability or investment of any Subsidiary; (Bg) 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 outstanding principal amount (when aggregated with the Receivables Transaction Attributed Indebtedness of Indebtedness permitted by this clause (vthe Company) shall not exceed exceeding $75,000,000 250,000,000 at any time outstanding; (vij) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for Person which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, date hereof existing prior to the acquisition thereof or of its parent by the Company or any Subsidiary and amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof; provided that (Ai) such Indebtedness is not incurred in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (Bii) neither the aggregate outstanding principal amount Company 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 Indebtedness does not exceed $200,000,000; (xxi) Indebtedness, the “Obligations” (Company is in pro-forma compliance with Section 6.06 as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreementdate of such incurrence. Notwithstanding the foregoing, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent Company will not resulting in permit the aggregate principal amount of all Indebtedness Borrowed Debt of the Company’s Subsidiaries outstanding at any time and incurred or permitted pursuant to clauses (e), (h), (i), (j) and (k) of this Section 9(a)(xxi) exceeding $1,000,000,000 6.01 to exceed an amount equal to 15% of the Consolidated Net Assets of the Company and its Subsidiaries (other than with respect determined by reference to increases the most recent consolidated financial statements of the Company delivered pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such IndebtednessSection 5.01); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary (including the Designated Borrower) to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reserved]Indebtedness of the Designated Borrower under the Loan Documents; (iib) Indebtedness existing (including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Restatement Effective Date and listed on Schedule 7.02 and additional Indebtedness incurred after the Effective Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth in on such Schedule 9(a) and amendments, modifications, extensionsany replacements, refinancings, refundings, renewals and replacements or extensions thereof; provided that the principal amount of any such Indebtedness that does is not increase increased at the outstanding principal amount thereof (other than time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the extent any change occurs between the Effective Date and the Closing Date solely with respect to unpaid accrued interest and premium thereonIndebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Effective Date without any committed requirement for any amendment or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)any consent by the Administrative Agent or any Lender; (iiic) Indebtedness of any Subsidiary to the Parent Guarantor Company or to any other Subsidiary; (ivd) [Intentionally Omitted]; (e) Guarantees by any Subsidiary in respect of Indebtedness or other obligations of the Parent Guarantor Company or any other Subsidiary; (v) Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) Company shall not exceed $75,000,000 exceed, at any time outstanding, $50,000,000 in the aggregate; (vif) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty one or similar instruments; more Subsidiaries under the Existing Revolving Credit Agreement (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution European commercial paper of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xiiSubsidiary) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000;2.5 billion; and (xxg) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) all Subsidiaries in an aggregate principal amount of up not to $1,000,000,000exceed, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendmentoutstanding, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness 10% of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation total book value of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) Consolidated Total Tangible Assets of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty Company and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceits Subsidiaries.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred Equity Interests except: (ia) [reserved]; (ii) Indebtedness Indebtedness, preferred stock or other preferred Equity Interests existing on the Restatement Closing Date and set forth in on Schedule 9(a) 6.02, and amendments, modifications, any extensions, refinancings, renewals and or replacements of any such Indebtedness that does do not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereonplus the aggregate amount of fees, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and other costs and expenses associated incurred in connection with such Indebtedness)extension, renewal or replacement; (iiib) Indebtedness of any Subsidiary owing to the Parent Guarantor Borrower or any other Subsidiary; (iv) Guarantees by ; provided, that, no such Indebtedness shall have been assigned to, or subjected to any Subsidiary of Indebtedness Lien in favor of, a Person other than the Borrower or other obligations of the Parent Guarantor or any other a Subsidiary; (vc) Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided, that, such Indebtedness, preferred stock or preferred Equity Interests shall not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction, repair, replacement, lease 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 thereofObligations; provided, and amendmentsthat, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of such Indebtedness permitted by this clause (v) shall does not exceed $75,000,000 at the cost of acquiring, constructing or improving such fixed or capital assets; or (ii) assumed in connection with the acquisition of any time outstandingfixed or capital assets; and, in each case, Refinancing Indebtedness in respect of any of the foregoing; (vie) Indebtedness of any Person that becomes a Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty (or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any SubsidiaryPerson not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Closing Date, in each case incurred or Indebtedness of any Person that is assumed by any Subsidiary in connection with an Acquisition or disposition or other acquisition of assets by such Subsidiary; 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 prohibited hereunder; created in contemplation of or in connection with such Person becoming a Subsidiary (xor such merger or consolidation) Indebtedness of or such assets being acquired and (ii) no Subsidiary (other than such Person or any special purpose merger Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees with which such Person is merged or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xiconsolidated) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business shall Guarantee or otherwise become liable for the payment of such Indebtedness, and Refinancing Indebtedness in respect of any netting servicesof the foregoing; (f) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided, that, (i) the Indebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that shall guarantee Indebtedness of the Borrower shall also have guaranteed the Obligations under an agreement satisfactory in form and substance to the Administrative Agent; (g) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (h) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xviii) Priority Indebtedness in respect of workers’ compensation claims and bid, performance or surety bonds, and Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any SubsidiarySubsidiary in the ordinary course of business supporting such obligations; (j) Indebtedness arising in connection with the endorsement of instruments for collection or deposit in the ordinary course; (k) Indebtedness arising in connection with Permitted Securitization Financings; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii)provided, that, the sum of (without duplicationx) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to this Section 6.02(k), plus (y) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.02(l), plus (z) the aggregate outstanding balance of accounts receivable sold by the Borrower and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (i) $150,000,000 during the term of this Agreement, and (ii) 35% of the aggregate outstanding balance of accounts receivable of the Borrower and the Subsidiaries at such time; (l) Indebtedness arising in connection with (i) a sale or factoring of Receivables Assets or (ii) a loan or line of credit secured solely by Receivables Assets; provided, that, the sum of (x) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to this Section 6.02(l), plus (y) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to Section 6.02(k), plus (z) the aggregate outstanding balance of accounts receivable sold by the Borrower and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (A) $150,000,000 during the term of this Agreement, and (B) 35% of the aggregate outstanding balance of accounts receivable of the Borrower and the Subsidiaries at such time; (m) other Indebtedness not expressly permitted by clauses (a) through (l) above; provided, that, the sum of (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xviiobligations secured by Liens permitted under Section 6.01(h), plus (ii) the aggregate outstanding principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(Cpermitted under this clause (m), shall not exceed fifteen percent plus (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (Biii) the aggregate outstanding principal amount of such Indebtedness does Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of $200,000,000125,000,000 and 15% of Consolidated Net Tangible Assets; (xxin) Indebtedness of each “Borrowing Subsidiary” under and as defined in the Revolving Credit Agreement; and (o) during the Collateral and Guarantee Period, (i) Guarantees by any Designated Subsidiary of (x) the Obligations and (y) the “Obligations” (under and as defined in the Bank Revolving Credit AgreementAgreement and (ii) in an aggregate principal amount Guarantees by any Designated Subsidiary of up to $1,000,000,000any Senior Notes Indenture Secured Obligations; provided, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreementthat, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of Subsidiary that shall guarantee any such Indebtedness shall also have guaranteed the Obligations pursuant to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Loan Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. (a) The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary of its Domestic Restricted Subsidiaries to create, assume, incur, assume Guarantee or permit to exist otherwise become liable for any IndebtednessIndebtedness (any such Indebtedness or Guarantee, except“Subsidiary Debt”), without Guaranteeing the payment of the Obligations on an unsecured unsubordinated basis until such time as such Subsidiary Debt is no longer outstanding. (b) Section 6.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) [reserved]; (ii1) Indebtedness of or Guarantee by a Person existing on at the Restatement Date time such Person is merged into or consolidated with any Domestic Restricted Subsidiary or otherwise acquired by any Domestic Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties and set forth in Schedule 9(aassets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Domestic Restricted Subsidiary and amendments, modifications, extensions, refinancings, renewals and replacements of any is assumed by such Subsidiary; provided that such Indebtedness that does or Guarantee was not increase the outstanding principal amount incurred in contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than with respect to unpaid accrued interest any Guarantee existing at the time of such merger, consolidation or sale, lease or other disposition of properties and premium thereon, any committed or undrawn amounts assets and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtednessthat was not issued in contemplation thereof); (iii2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Domestic Restricted Subsidiary; provided that any Subsidiary such Indebtedness or Guarantee was not incurred in contemplation thereof; (3) Indebtedness owed to or Guarantee in favor of the Parent Guarantor Borrower or any other Domestic Restricted Subsidiary; (iv4) Guarantees by any Subsidiary of Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other obligations treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of the Parent Guarantor funds or any other Subsidiaryfund transfer or payment processing services; (v5) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business business, provided that any such Indebtedness or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsGuarantee is extinguished within five Business Days within its incurrence; (xii6) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of reimbursement obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii7) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness advances and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred deposits received in the ordinary course of business relating business; (8) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (b) in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (c) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure any Indebtedness or Guarantee or other obligations referred to in clauses (1) through (7) or this clause (8), payment (other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof) in the ordinary course of business; (9) Indebtedness and Guarantees of a Content Project Subsidiary in connection with (a) Content Acquisition Transactions by such Subsidiary or other Content Acquisition Transactions with respect to Related Projects by one or more Content Project Subsidiaries or (b) Content Disposition Transactions by such Subsidiary or other Content Disposition Transactions with respect to Related Projects by one or more Content Project Subsidiaries; or (10) Indebtedness or Guarantee outstanding on the date of this Agreement and any extension, renewal, replacement, refinancing or refunding of any Indebtedness or Guarantee existing on the date of this Agreement or referred to in clauses (1) and (2); provided that any Indebtedness or Guarantee incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Indebtedness or Guarantee referred to in this clause or clauses (1) and (2) above and the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. Notwithstanding Sections 6.01(a) and (b), any Domestic Restricted Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject to the ownership and operation restrictions set forth in Section 6.01(a), without Guaranteeing the payment of the Leased Property Obligations, if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $6,000,000,000, and (b) 3.50 times Consolidated EBITDA of the Borrower for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the Obligations, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the routine administration principal amount of Lesseethe Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in amounts not to exceed six percent (6%) of the principal balance of the Loansconnection with any such extension, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents)renewal, are not evidenced by a notereplacement, and which amounts are normal and reasonable under the circumstancerefinancing or refunding.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) [reserved]the amount of such Indebtedness is not 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 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person 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 value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) Indebtedness under the Actavis Term Loan Agreement, provided that (A) the aggregate principal amount of Indebtedness outstanding thereunder at any time after the Second Restatement Effective Date does not exceed the principal amount thereof outstanding on the Second Restatement Effective Date, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancings, refundings, renewals or extensions thereof, and (B) no Subsidiary (other than Intermediate Parent) that is a Loan Party as of the Second Restatement Effective Date shall be a primary obligor or guarantor with respect to such Indebtedness and (ii) Indebtedness existing on under the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)Actavis Revolving Credit Agreement; (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (ive) Guarantees by any Subsidiary of Indebtedness or other obligations otherwise permitted hereunder of the Parent Guarantor or any other SubsidiarySubsidiary or of Ultimate Parent; (vf) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited herebyClosing Date, and amendments, modifications, extensions, any refinancings, refundings, renewals or extensions thereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and replacements is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent; (g) Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness in an aggregate principal amount at any one time outstanding not to exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent, subject, in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding that, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, does not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent; (i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); (j) any Acquisition Indebtedness; (k) Indebtedness of the Allergan Acquired Business or any of its Subsidiaries existing at the time of consummation of the Allergan Acquisition that is permitted, under the Allergan Merger Agreement (as in effect on the Second Restatement Effective Date), to remain outstanding following consummation of the Allergan Acquisition, and any refinancings, refundings, renewals or extensions thereof; provided that (i) the aggregate principal amount of such Indebtedness at any one time outstanding does not exceed the principal amount thereof outstanding at such time, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof and (ii) no Subsidiary (other than Intermediate Parent) that is a Loan Party as of the Second Restatement Effective Date shall be a primary obligor or guarantor with respect to such Indebtedness; and (i) unsecured Indebtedness of Actavis Capital or Actavis SCS under the Allergan Bridge Facility and/or other unsecured Indebtedness of Actavis Capital or Actavis SCS incurred to finance the Allergan Acquisition and the related transactions (including any Allergan Acquisition Indebtedness of Actavis or Actavis SCS), and any refinancings, refundings, renewals or extensions thereof, provided that (A) no Subsidiary (other than Intermediate Parent) that is a Loan Party as of the Second Restatement Effective Date shall be a primary obligor or guarantor with respect to such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness at any one time outstanding does not exceed $200,000,000; 36,400,000,000, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such refinancings, refundings, renewals or extensions thereof, and (xxiii) Indebtedness of Actavis Capital under the “Obligations” (as defined in the Bank Credit Agreement) Allergan Cash Bridge Facility in an aggregate principal amount of up not to exceed $1,000,000,0004,698,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 provided that no Subsidiary (other than Intermediate Parent) that is a Loan Party as of the Second Restatement Effective Date shall be a primary obligor or guarantor with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other of its Subsidiaries (unless such Subsidiary has guaranteed the Obligations pursuant to a guarantee which is reasonably satisfactory to the Administrative Agent) to create, incur, assume or permit to exist any IndebtednessDebt, exceptor become or remain liable (contingent or otherwise) to do any of the foregoing, except for the following: (i) [reserved]; (ii) Indebtedness Debt of any Subsidiary of the Borrower existing on the Restatement Date date hereof and set forth in listed on Schedule 9(a) II and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness Debt; provided that does such extending, renewal or replacement Debt (i) shall not increase the outstanding principal amount thereof (other than be Debt of an obligor that was not an obligor with respect to the Debt being extended, renewed or replaced, (ii) shall not be in a principal amount that exceeds the principal amount of the Debt being extended, renewed or replaced (plus any accrued but unpaid accrued interest and redemption premium thereon, any committed payable by the terms of such Debt thereon and reasonable refinancing or undrawn amounts and underwriting discounts, renewal fees, commissionscosts and expenses), premiums (iii) shall not have an earlier maturity date or shorter weighted average life than the Debt being extended, renewed or replaced and expenses associated with such Indebtedness(iv) shall be subordinated to the Debt incurred hereunder on terms (if any) at least as favorable to the Lenders as the Debt being extended, renewed or replaced; (ii) guarantees by any Subsidiary of the Borrower of Debt of other Subsidiaries of the Borrower otherwise permitted under this Section 5.02(f); (iii) Indebtedness Debt owed by Subsidiaries of any Subsidiary the Borrower to the Parent Guarantor Borrower or any other Subsidiaryof its Subsidiaries; (iv) Guarantees by Debt of any Receivables Subsidiary of Indebtedness or other obligations of the Parent Guarantor or in connection with any other SubsidiaryPermitted Securitization; (v) Indebtedness Debt of any Subsidiary of the Borrower incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness Debt assumed by any Subsidiary of the Borrower in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness Debt is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstandingimprovement; (vi) Indebtedness Debt of any Subsidiary as an account party of the Borrower in respect of letters of credit, bank guarantees, letters credit issued on behalf of guaranty or similar instrumentssuch Subsidiary in the ordinary course of business; (vii) unfunded pension fund and Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefit plan benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees such Person, in each case incurred in the ordinary course of business; (ixviii) Guarantees, surety bonds or performance bonds securing the performance Debt arising from agreements of any SubsidiarySubsidiary of the Borrower providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case case, incurred or assumed in connection with an Acquisition any acquisition or the disposition of any business, assets or other acquisition a Subsidiary of assets the Borrower not prohibited hereunderby this Agreement; (xix) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness ; Debt consisting of (A) deferred payments or the financing of insurance premiums incurred in the ordinary course (x) Acquired Debt of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensationSubsidiaries, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness Debt is not incurred in contemplation guaranteed by, or otherwise of such acquisition and (B) recourse to, the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000Borrower; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The U.S. Parent Guarantor will not permit Lessee or any other Subsidiary of its Subsidiaries to create, incur, assume or permit to exist any Indebtedness, except: (i) [reserved]; (iia) Indebtedness existing on the Restatement Date date hereof and set forth in Schedule 9(a) 7.06 and amendments, modificationsrefinancings, extensions, refinancings, renewals and replacements of any such Indebtedness that does do not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereonbeyond the then outstanding principal amount thereof, any committed or undrawn amounts and underwriting discounts, plus all fees, commissions, premiums and expenses associated with interest payable in respect of such Indebtedness)Indebtedness or such refinancing, extension, renewal or replacement; (iiib) Indebtedness to U.S. Parent or any other Subsidiary thereof; (c) Guarantees of Indebtedness of any other Subsidiary to the Parent Guarantor or any other Subsidiarythereof; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (vd) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease improvement or improvement repair of any fixed or capital assetsasset, including obligations under Capital Lease Obligations Leases, mortgage financings, purchase money Indebtedness and any Indebtedness assumed in connection with the acquisition of any such assets asset or secured by a Lien on any such assets asset prior to the acquisition thereof, and amendments, modificationsrefinancings, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof beyond the then outstanding principal amount thereof, plus all fees, premiums and interest payable in respect of such Indebtedness or such refinancing, extension, renewal or replacement; provided that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 360 days after such acquisition or the completion of such construction, repairimprovement or repair (or incurred in connection with such refinancing, extension, renewal or replacement, lease or improvement ) and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (vd) shall not exceed $75,000,000 in the aggregate at any time outstanding; (vie) Indebtedness of any Subsidiary thereof as an account party in respect of trade letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viiif) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ixi) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bondsperformance, bid bonds, appeal bondsbid, surety or appeal bonds and similar obligations, in each case completion guarantees provided in the ordinary course of business, including guarantees or obligations with respect business and (ii) under Swap Contracts entered into to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds protect against fluctuations in exchange and similar obligationsinterest rates and not for speculative purposes; (xig) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of fundsPermitted Financing; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixh) other Indebtedness in an aggregate outstanding principal amount not to exceed exceeding $75,000,000;100,000,000 at any time outstanding; and (xxi) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition to the extent required thereunder, Guarantees of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” Obligations (as defined in the Bank Revolving Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of under the Bank Revolving Credit Agreement, any “Specified Ancillary Obligations” or other defined term ; provided that obligations of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable U.S. Parent under the circumstanceTransaction Documents shall be subject to substantially similar Guarantees on terms reasonably satisfactory to Canadian Investor.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary of the Borrower to create, incur, assume or permit suffer to exist any Indebtedness, except: (ia) [reservedintentionally omitted]; (iib) Indebtedness arising under this Agreement and the other Loan Documents; (c) Indebtedness of the Subsidiaries existing as of the Closing Date as referenced on Schedule 8.03 (and renewals, refinancings or extensions thereof on terms and conditions no less favorable in any material respect to such Person than such existing Indebtedness (excluding pricing, fees and other similar provisions which may be subject to market terms) and in a principal amount not in excess of that outstanding as of the Restatement Date date of such renewal, refinancing or extension); (d) Capital Lease obligations and Indebtedness incurred (other than Indebtedness set forth in Schedule 9(a) and amendments8.03), modificationsin each case, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed provide all or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations a portion of the Parent Guarantor purchase price or any other Subsidiary; (v) Indebtedness costs of any Subsidiary incurred construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the acquisitionvalue of such asset owned by the Borrower or any of its Subsidiaries, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (Ai) such Indebtedness is initially when incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness the purchase price or cost of any Subsidiary as an account party in respect construction of letters of creditsuch asset or, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a checkSale and Leaseback Transaction, draft or similar instrument drawn against insufficient funds the fair market value of such asset and any transaction costs directly related thereto, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection principal balance outstanding thereon (together with any automated clearing-house transfers accrued interest thereon and closing costs relating thereto) at the time of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary such refinancing; and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (iiii) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent $100,000,000 at any time outstanding; (15%e) unsecured intercompany Indebtedness (subject, however, to the limitations of Section 8.02 in the case of the Parent Guarantor’s Consolidated Net Worth (determined as of Borrower or a Subsidiary extending the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) intercompany loan, advance or Section 8(a)(iicredit); (xviiif) unsecured Indebtedness and Obligations owing under Swap Contracts relating to the Loans hereunder and other Swap Contracts entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (g) secured Indebtedness not otherwise permitted by this Section 8.03 of the Subsidiaries in an aggregate amount outstanding at any time not to exceed $100,000,000; provided the Liens in connection therewith are permitted pursuant to Section 8.01(o); (h) Guarantees of Indebtedness permitted under this Section 8.03; (i) in connection with any Permitted Monetization Transaction, (A) Indebtedness owing under any Monetization Hedging Agreement or any Monetization Securities Agreement and (B) Indebtedness that is (i) secured by solely by Monetized Marketable Securities that are subject to a Monetization Hedging Agreement and (ii) otherwise non-recourse to the Consolidated Parties (other than a Monetization SPE); (j) in connection with any Permitted Securitization Transaction; and (k) other Indebtedness of the Lessee or Subsidiaries (which when combined with the attributable principal amount of any Permitted Securitization Transaction permitted under clause (j) above) which does not exceed 10% of Consolidated Net Tangible Assets in the aggregate at any time outstanding. Notwithstanding anything to the contrary contained in this Section 8.03, the Guarantor shall have no Indebtedness other Subsidiary than (i) Indebtedness of the Guarantor set forth on Schedule 8.03, (ii) Indebtedness owing under the West Side Credit Agreement, (iii) the Guaranty hereunder and (iv) so long as at the time Guarantor (A) delivers prior written notice to the Administrative Agent of and immediately after giving effect such proposed incurrence of Indebtedness, (B) is in compliance with Section 8.11(d) on a pro forma basis after giving effect to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (BC) to the Parent Guarantor shall be in extent requested by the Administrative Agent, delivers written evidence of such compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and clause (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of Guarantor permitted under this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceSection 8.03.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or Permit any other Subsidiary to createenter into, directly or indirectly, issue, incur, assume or permit Guarantee any Indebtedness unless (A) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to exist documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, except: the aggregate principal amount of such Indebtedness of Subsidiaries (iincluding any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (1) [reserved]; through (ii4) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on the final proviso to Subsection 3.1, shall not exceed the Maximum Priority Amount at such time, except (1) Indebtedness existing on in effect at the Restatement Date 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 set forth in Schedule 9(a) and amendmentsany refinancing, modificationsrefunding, extensions, refinancings, renewals and replacements renewal or extension of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to except by the amount of accrued and unpaid accrued interest and premium thereon, any committed or undrawn amounts thereon and underwriting discounts, fees, commissions, premiums reasonable fees and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with such refinancing, refunding, renewal or extension), (2) any Indebtedness in effect as of the acquisition Closing Date that is listed on Schedule 3.7 (and any refinancing, refunding, renewal or extension of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to that does not increase 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 within one hundred eighty extension), (1803) days after such acquisition or additional Indebtedness, when aggregated, without duplication, with the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(CSubsection 3.1(M), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by 200,000,000 at any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition one time outstanding and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii4) Indebtedness of the Lessee or any a Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstanceBorrower or another Subsidiary.

Subsidiary Indebtedness. The Parent Guarantor will not permit Lessee or any other Subsidiary to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) [reserved]the amount of such Indebtedness is not increased 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 refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), 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 Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or 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) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness existing on the Restatement Date hereafter incurred (including obligations in respect of capital leases and set forth in Schedule 9(aSynthetic Lease Obligations) and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 is secured by a Lien on any such fixed assets prior to the acquisition and all renewals, refinancings and extensions thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of all such Indebtedness permitted by incurred pursuant to this clause (vii) shall not exceed $75,000,000 50,000,000 at any one time outstanding; (vid) 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 (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an account party Acquisition to the extent, in respect each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of letters of credit, bank guarantees, letters of guaranty or similar instrumentscustomary performance based earn-out payments incurred in connection with an Acquisition; (viie) unfunded pension fund Indebtedness, including (i) securities lending transactions, at Regulated Subsidiaries and other employee benefit plan stock lending transactions, repurchase agreements and other collateralized financing transactions at Subsidiaries (including for avoidance of doubt, obligations under repurchase agreements, securities lending or borrowing agreements, other stock lending transactions, notes or certificates issued by special purpose entities such as trusts established pursuant to a trust agreement, and liabilities to other collateralized financing transactions), in each case (A) secured by cash, marketable securities, real estate assets (including related purchase commitments), real estate loans (including related purchase commitments), other types of whole loans, commodities or other financial products and (B) incurred in the extent they are permitted to remain unfunded under applicable law; ordinary course of business and (viiiii) Indebtedness representing deferred compensation to employees incurred borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (ixf) Guarantees, surety bonds endorsement of items for deposit or performance bonds securing the performance collection of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into commercial paper received in the ordinary course of business; (xvg) intercompany Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Datepermitted under Section 7.02; (xvih) customer advances obligations to purchase or deposits redeem Equity Interests held by current or other endorsements for collectionformer partners, deposit officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or negotiation and warranties of products or services, in each case received or incurred former spouses in the ordinary course of business; (xviii) Priority Indebtedness in the form of any Subsidiary; “bad boy guaranties” (including any related environmental indemnity) provided that immediately after giving effect to in connection with any business activity of Persons who were Affiliates at the time of incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii);“bad boy guaranty” obligation; and (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xixj) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the difference of $75,000,000; (xx) Indebtedness assumed by 40,000,000 and, without duplication, any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not Liens incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement7.01(r), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary to create, incur, assume incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred Equity Interests except: (ia) [reserved]; (ii) Indebtedness Indebtedness, preferred stock or other preferred Equity Interests existing on the Restatement Closing Date and set forth in on Schedule 9(a) 6.02, and amendments, modifications, any extensions, refinancings, renewals and or replacements of any such Indebtedness that does do not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereonplus the aggregate amount of fees, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and other costs and expenses associated incurred in connection with such Indebtedness)extension, renewal or replacement; (iiib) Indebtedness of any Subsidiary owing to the Parent Guarantor Borrower or any other Subsidiary; (iv) Guarantees by ; provided, that, no such Indebtedness shall have been assigned to, or subjected to any Subsidiary of Indebtedness Lien in favor of, a Person other than the Borrower or other obligations of the Parent Guarantor or any other a Subsidiary; (vc) Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided, that, such Indebtedness, preferred stock or preferred Equity Interests shall not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction, repair, replacement, lease 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 thereofObligations; provided, and amendmentsthat, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of such Indebtedness permitted by this clause (v) shall does not exceed $75,000,000 at the cost of acquiring, constructing or improving such fixed or capital assets; or (ii) assumed in connection with the acquisition of any time outstandingfixed or capital assets; and, in each case, Refinancing Indebtedness in respect of any of the foregoing; (vie) Indebtedness of any Person that becomes a Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty (or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any SubsidiaryPerson not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Closing Date, in each case incurred or Indebtedness of any Person that is assumed by any Subsidiary in connection with an Acquisition or disposition or other acquisition of assets by such Subsidiary; 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 prohibited hereunder; created in contemplation of or in connection with such Person becoming a Subsidiary (xor such merger or consolidation) Indebtedness of or such assets being acquired and (ii) no Subsidiary (other than such Person or any special purpose merger Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees with which such Person is merged or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xiconsolidated) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business shall Guarantee or otherwise become liable for the payment of such Indebtedness, and Refinancing Indebtedness in respect of any netting servicesof the foregoing; (f) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided, that, (i) the Indebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that shall guarantee Indebtedness of the Borrower shall also have guaranteed the Obligations under an agreement satisfactory in form and substance to the Administrative Agent; (g) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (h) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xviii) Priority Indebtedness in respect of workers’ compensation claims and bid, performance or surety bonds, and Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any SubsidiarySubsidiary in the ordinary course of business supporting such obligations; (j) Indebtedness arising in connection with the endorsement of instruments for collection or deposit in the ordinary course; (k) Indebtedness arising in connection with Permitted Securitization Financings; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii)provided, that, the sum of (without duplicationx) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to this Section 6.02(k), plus (y) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.02(l), plus (z) the aggregate outstanding balance of accounts receivable sold by the Borrower and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (i) $150,000,000 during the term of this Agreement, and (ii) 35% of the aggregate outstanding balance of accounts receivable of the Borrower and the Subsidiaries at such time; (l) Indebtedness arising in connection with (i) a sale or factoring of Receivables Assets or (ii) a loan or line of credit secured solely by Receivables Assets; provided, that, the sum of (x) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to this Section 6.02(l), plus (y) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to Section 6.02(k), plus (z) the aggregate outstanding balance of accounts receivable sold by the Borrower and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (A) $150,000,000 during the term of this Agreement, and (B) 35% of the aggregate outstanding balance of accounts receivable of the Borrower and the Subsidiaries at such time; (m) other Indebtedness not expressly permitted by clauses (a) through (l) above; provided, that, the sum of (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xviiobligations secured by Liens permitted under Section 6.01(h), plus (ii) the aggregate outstanding principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(Cpermitted under this clause (m), shall not exceed fifteen percent plus (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (Biii) the aggregate outstanding principal amount of such Indebtedness does Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of $200,000,000;125,000,000 and 15% of Consolidated Net Tangible Assets; and (xxin) the Indebtedness of each “ObligationsBorrowing Subsidiary” (under and as defined in the Bank Revolving Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.

Subsidiary Indebtedness. The Parent Guarantor Reporting Entity will not permit Lessee any member of the Consolidated Group that is not the Company or a Guarantor to incur Debt of any kind; provided that this Section 10.1 shall not apply to any of the following (without duplication): (a) Debt incurred under this Agreement, any Notes and any Affiliate Guaranty; (b) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Subsidiary Person (other than to createany member of the Consolidated Group); (c) Debt outstanding on the date of the Initial Closing and set forth on Schedule 5.15, incurand any extension, assume renewal, refinancing, refunding, replacement or permit restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to exist time (in whole or in part), provided that the outstanding principal amount of any Indebtedness, except:such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1; (i) [reserved]; (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements Debt of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations member of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary Consolidated Group incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, including Capital Lease Obligations Leases and any Indebtedness Debt 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; (provided that (A) such Indebtedness Debt is initially incurred or assumed prior to or within one hundred eighty (180) 90 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this clause (vSection 10.1(d) shall not exceed $75,000,000 at any time outstanding75,000,000; (vie) Indebtedness of any Subsidiary as an account party in respect of Debt under or related to Hedge Agreements entered into for non-speculative purposes; (f) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of guaranty or similar instruments; credit (viiother than obligations in respect of other Debt) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ixg) GuaranteesDebt of Receivables Subsidiaries in respect of Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; STERIS CORPORATION NOTE PURCHASE AGREEMENT (i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 8.5% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); (i) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or performance completion bonds securing issued for the performance account of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition member of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such performance bondsbid, bid bonds, appeal bondsperformance, surety bonds and or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (xim) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or Debt in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 8(d11(i); (xivo) Indebtedness consisting Debt in respect of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case received or incurred in the ordinary course of business;; and (xviii) Priority Indebtedness Debt of any SubsidiaryPerson which becomes a Restricted Subsidiary after the date of the Initial Closing or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that immediately after giving effect to the incurrence of any (A) such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in STERIS CORPORATION NOTE PURCHASE AGREEMENT anticipation thereof, (B) immediately after giving effect on such Person becomes a pro forma basis to the incurrence of Restricted Subsidiary or such Indebtedness merger, consolidation, amalgamation or acquisition, (Ax) no Event of Default shall have occurred and be continuing and (By) the Parent Guarantor Reporting Entity shall be in compliance with the financial covenants set forth in Sections 9(f) Section 10.2 on a pro forma basis and (g); C) such Debt is not (xixa) Debt of Synergy Health plc or its Subsidiaries outstanding under the Existing Synergy Credit Agreement, (b) the Existing Synergy Notes, (c) Debt of Synergy Health plc or its Subsidiaries characterized as Capital Leases to the extent such Debt is in excess of $75,000,000 or (d) other Indebtedness Debt of Synergy Health plc or its Subsidiaries to the extent such Debt is in an aggregate outstanding principal amount not to exceed excess of $75,000,000; 30,000,000; and (xxii) Indebtedness assumed by any Subsidiary in connection with any Acquisition extension, renewal, refinancing, refunding, replacement or other acquisition of any property restructuring (or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited herebysuccessive extensions, and amendments, modifications, extensionsrenewals, refinancings, renewals and refundings, replacements or restructurings) of any such Indebtedness; Debt from time to time (in whole or in part), provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness Debt may only be increased to the extent not resulting in the aggregate principal amount any such increase is permitted to be incurred under any other clause of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance10.1.

Subsidiary Indebtedness. The Parent Guarantor Reporting Entity will not permit Lessee any member of the Consolidated Group that is not the Company or a Guarantor to incur Debt of any kind; provided that this Section 10.1 shall not apply to any of the following (without duplication): (a) Debt incurred under this Agreement, any Notes and any Affiliate Guaranty; (b) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Subsidiary Person (other than to createany member of the Consolidated Group); (c) Debt outstanding on the date of the Initial Closing and set forth on Schedule 5.15, incurand any extension, assume renewal, refinancing, refunding, replacement or permit restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to exist time (in whole or in part), provided that the outstanding principal amount of any Indebtedness, except:such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1; (i) [reserved]; (ii) Indebtedness existing on the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements Debt of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations member of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary Consolidated Group incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assets, including Capital Lease Obligations Leases and any Indebtedness Debt 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; (provided that (A) such Indebtedness Debt is initially incurred or assumed prior to or within one hundred eighty (180) 90 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this clause (vSection 10.1(d) shall not exceed $75,000,000 at any time outstanding100,000,000; (vie) Indebtedness of any Subsidiary as an account party in respect of Debt under or related to Hedge Agreements entered into for non-speculative purposes; (f) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of guaranty or similar instruments; credit (viiother than obligations in respect of other Debt) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ixg) GuaranteesDebt of Receivables Subsidiaries in respect of Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; STERIS CORPORATION NOTE PURCHASE AGREEMENT (i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); (i) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or performance completion bonds securing issued for the performance account of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition member of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such performance bondsbid, bid bonds, appeal bondsperformance, surety bonds and or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (xim) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or Debt in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 8(d11(i); (xivo) Indebtedness consisting Debt in respect of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case received or incurred in the ordinary course of business;; and (xviii) Priority Indebtedness Debt of any SubsidiaryPerson which becomes a Restricted Subsidiary after the date of the Initial Closing or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that immediately after giving effect to the incurrence of any (A) such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in STERIS CORPORATION NOTE PURCHASE AGREEMENT anticipation thereof and (B) immediately after giving effect on such Person becomes a pro forma basis to the incurrence of Restricted Subsidiary or such Indebtedness merger, consolidation, amalgamation or acquisition, (Ax) no Event of Default shall have occurred and be continuing and (By) the Parent Guarantor Reporting Entity shall be in compliance with the financial covenants set forth in Sections 9(f) Section 10.2 on a pro forma basis; and (g); ii) any extension, renewal, refinancing, refunding, replacement or restructuring (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited herebysuccessive extensions, and amendments, modifications, extensionsrenewals, refinancings, renewals and refundings, replacements or restructurings) of any such Indebtedness; Debt from time to time (in whole or in part), provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness Debt may only be increased to the extent not resulting in the aggregate principal amount any such increase is permitted to be incurred under any other clause of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance10.1.

Subsidiary Indebtedness. The Parent Guarantor Company will not at any time permit the outstanding amount of Indebtedness of all Subsidiaries to exceed $15,000,000, provided, however, that such amount shall not include (a) any Guarantee permitted by clauses (a) through (e), inclusive, of Section 8.14, (b) Indebtedness of any Wholly-Owned Subsidiary owing to the Company or to any other Wholly-Owned Subsidiary, (c) Indebtedness of any of the Financial Services Companies that in the aggregate does not exceed Four Hundred Million Dollars ($400,000,000) for all such Financial Services Companies, (d) any guarantees by the Company or any Subsidiaries of any obligations of any of the Financial Services Companies that in the aggregate do not exceed Four Hundred Million Dollars ($400,000,000) for all such Financial Services Companies, provided that such guarantees are permitted pursuant to paragraph (g) of Section 8.14 hereof, or (e) up to $27,000,000 of Capitalized Leases and other Indebtedness listed in Schedule 8.2 hereto and any renewals or replacements of such Capitalized Leases and any extensions, renewals, refundings or replacements of such Indebtedness, except that (i) all renewals or replacements of any such Capitalized Lease must be in respect of similar equipment or replacement equipment of a similar type, (ii) the amount of Indebtedness (including, without limitation, Capitalized Lease Obligations in respect of any such Capitalized Lease) represented by any such extension, renewal, refunding or replacement must be permitted to be incurred as additional Indebtedness pursuant to clause (d) of Section 8.1 and (iii) in the event that (x) the amount of Indebtedness (including, without limitation, Capitalized Lease Obligations in respect of any such Capitalized Lease) represented, at any time, by all of such Capitalized Leases and other Indebtedness listed in Schedule 8.2 hereto, including any extension, renewal, refunding or replacement thereof, is greater than $27,000,000 or (y) any such extension, renewal, refunding of replacement would cause any additional property (other than the equipment referred to in clause (i) above of the Company or any Subsidiary to become subject to any Capitalized Lease or otherwise subject to any Lien, such greater amount of Indebtedness (including, without limitation, obligations in respect of any such Capitalized Lease) must be permitted to be incurred or remain outstanding as Indebtedness under this Section 8.2, but without giving effect to the provisos hereof and any Lien on any such additional property must be permitted by Section 8.3, and provided further, that any Indebtedness that is a Guarantee and that, except for clause (a) above, would be included within such aggregate outstanding amount must also be permitted by Section 8.14." SECTION 4.03. Section 8.3 of the Purchase Agreement is hereby amended by restating the preamble thereof in its entirety as follows: "The Company will not, and will not permit Lessee or any Subsidiary, other Subsidiary to than any of the Financial Services Companies, to, create, incur, assume or permit to exist any IndebtednessLien upon any of the property or assets, except: including capital stock (other than assets sold on a nonrecourse basis pursuant to the Receivables Transfer Agreement, but notwithstanding the exceptions set forth below, no Lien shall at any time be permitted with respect to (i) [reserved]; any of the capital stock of FRI or any Subsidiary that is also a subsidiary of FRI, other than any of the Financial Services Companies, or (ii) any of the capital stock of the TV Shopping Companies or any Subsidiary that is also a subsidiary of the TV Shopping Companies except for only such capital stock that is pledged to secure Indebtedness existing on of only the Restatement Date and set forth in Schedule 9(a) and amendments, modifications, extensions, refinancings, renewals and replacements of TV Shopping Companies or any such subsidiary, which Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (iii) Indebtedness of any Subsidiary to the Parent Guarantor or any other Subsidiary; (iv) Guarantees by any Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any other Subsidiary; (v) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is initially incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair, replacement, lease or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed $75,000,000 at any time outstanding; (vi) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness is then permitted under the other provisions of this 8.3 and the other provisions of this Agreement to be incurred and (y) is at all times nonrecourse to the Company and the Subsidiaries other than the TV Shopping Companies or any Subsidiary in respect subsidiary of performance bondsthe TV Shopping Companies), bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees now owned or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring hereafter acquired by a bank it or other financial institution of a check, draft on any income or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise rights in respect of any netting servicesthereof, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds;except:" (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with SECTION 4.04. Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees 8.4 of the Parent Guarantor or any Subsidiary incurred Purchase Agreement is hereby amended by restating such section in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined entirely as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction not prohibited hereby, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided that (A) such Indebtedness is not incurred in contemplation of such acquisition and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000; (xxi) the “Obligations” (as defined in the Bank Credit Agreement) in an aggregate principal amount of up to $1,000,000,000, including any additional “Commitments” and/or “Incremental Term Loans” (as such terms are defined therein) pursuant to Section 2.20 of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects; and (xxiii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstance.follows:

Subsidiary Indebtedness. The Parent Guarantor Borrower will not permit Lessee or any other Subsidiary of the Borrower to create, incur, assume or permit to exist any IndebtednessIndebtedness (including pursuant to any Guarantee of Indebtedness of Parent, the Borrower or any other Subsidiary), except: (a) (i) [reserved]; (ii) Indebtedness existing on the Restatement Closing Date and set forth in Schedule 9(a6.01, (ii) Indebtedness of the Acquired Company and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness its Subsidiaries existing on the Acquisition Date that does not increase the outstanding principal amount thereof is set forth in a supplement to Schedule 6.01 delivered pursuant to Section 9.02 (other than with respect any Indebtedness referred to unpaid accrued interest in the definition of “Refinancing Transactions”) and premium thereon, (iii) Permitted Refinancings of any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness)of the foregoing; (iiib) Indebtedness of any Subsidiary of the Borrower owing to the Parent Guarantor Borrower or any other SubsidiarySubsidiary of the Borrower; (ivc) Guarantees by any Subsidiary of the Borrower of Indebtedness or of any other obligations Subsidiary of the Parent Guarantor or any other SubsidiaryBorrower; provided that the Indebtedness so Guaranteed is permitted by this Section; (vd) Indebtedness of any Subsidiary of the Borrower incurred to finance the acquisition, construction, repair, replacement, lease construction or improvement of any fixed or capital assetsassets after the Closing Date, 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 amendments, modifications, extensions, refinancings, renewals and replacements of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (Ai) such Indebtedness is initially incurred prior to or within one hundred eighty (180) 270 days after such acquisition or the completion of such construction, repair, replacement, lease construction or improvement and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (vd) and clause (e) below shall not exceed $75,000,000 150,000,000 at any time outstanding; (vie) Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments; (vii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (viii) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (ix) Guarantees, surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition or disposition or other acquisition of assets not prohibited hereunder; (x) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or otherwise in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (xii) Indebtedness in respect to judgments or awards under circumstances not giving rise to an Event of Default; (xiii) Indebtedness in respect of obligations that are being contested in accordance with Section 8(d); (xiv) Indebtedness consisting of (A) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary and (B) take or pay obligations contained in any supply agreement entered into in the ordinary course of business; (xv) Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of the Parent Guarantor or any Subsidiary incurred in the ordinary course of business or existing on the Restatement Date; (xvi) customer advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case received or incurred in the ordinary course of business; (xvii) Priority Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness in reliance on this clause (xvii), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness outstanding in reliance on this clause (xvii), plus (ii) the aggregate principal amount of Indebtedness and other obligations of the Parent Guarantor and its Subsidiaries secured by Liens in reliance on Section 9(b)(xix)(B) 9(b)(xix)(C), shall not exceed fifteen percent (15%) of the Parent Guarantor’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8(a)(i) or Section 8(a)(ii); (xviii) unsecured Indebtedness of the Lessee or any other Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of such Indebtedness (A) no Event of Default shall have occurred and be continuing and (B) the Parent Guarantor shall be in compliance with the financial covenants set forth in Sections 9(f) and (g); (xix) other Indebtedness in an aggregate outstanding principal amount not to exceed $75,000,000; (xx) Indebtedness assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person that becomes a Subsidiary after the Restatement Closing Date pursuant to a Permitted Acquisition to the extent that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a transaction not prohibited hereby, Subsidiary and amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness; provided (ii) a Subsidiary to the extent that (A) such Indebtedness is assumed in connection with a Permitted Acquisition made by such Subsidiary and is not incurred created in contemplation of such acquisition and (B) Permitted Acquisition provided that the aggregate outstanding principal amount of such Indebtedness does not exceed $200,000,000permitted by this clause (e) and clause (d) above shall be subject to the limitations set forth in clause (ii) of the proviso at the end of clause (d) above; (xxif) other Indebtedness of Subsidiaries of the “Obligations” (as defined in the Bank Credit Agreement) Borrower in an aggregate principal amount at any time outstanding not exceeding $150,000,000; (g) Guarantees by any Subsidiary of up to $1,000,000,000, including the Obligations; (h) Guarantees by any additional “Commitments” and/or “Incremental Term Loans” (as Subsidiary of obligations in respect of Parent Debt Securities; provided that such terms are defined therein) Subsidiary shall have also Guaranteed the Obligations pursuant to Section 2.20 the Guarantee Agreement; (i) Indebtedness in respect of the Bank Credit Agreement, any “Specified Ancillary Obligations” or other defined term of similar import (as defined Securitization Transactions in the Bank Credit Agreement), and any amendments, modifications, extensions, refinancings, renewals and replacements of any such Indebtedness to the extent not resulting in the an aggregate principal amount of all Indebtedness outstanding at any time pursuant to this Section 9(a)(xxi) outstanding not exceeding $1,000,000,000 (other than with respect to increases pursuant to any such amendment, modification, extension, refinancing, renewal and/or replacement on account of unpaid accrued interest and premium on such Indebtedness, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums and expenses associated with such Indebtedness); (xxii) Indebtedness of the Lessee or any Subsidiary incurred to develop Permitted Developed Areas, Undeveloped Areas and/or Permitted Development Projects250,000,000; and (xxiiij) liabilities incurred Indebtedness in respect of Guarantees by any Subsidiary Guarantor of loans to and equipment leases and inventory purchases of independent customers in the ordinary course of business relating to the ownership and operation of the Leased Property and the routine administration of Lessee, in amounts not to exceed six percent (6%) of the principal balance of the Loans, which liabilities are not more than sixty (60) days consistent with past the date invoiced (unless being contested in good faith in accordance with the terms of this Guaranty and the other Operative Documents), are not evidenced by a note, and which amounts are normal and reasonable under the circumstancepractices.