Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (i) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary to create, incur incur, assume or suffer permit to exist any Indebtedness, except: (i) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiia) Indebtedness of any Subsidiary to the Company or any other Subsidiary.; (ivb) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness 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 benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness 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 Indebtedness is repaid within five (5) Business Days; (g) any Indebtedness arising as a result of short-term sale and 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 Indebtedness does not exceed the principal amount of the securities sold; (h) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (i) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (j) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.02(j), when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $50,000,000 at any one time outstanding; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vim) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (aincluding Swap Contracts) entered into by the endorsement of negotiable instruments for deposit Company or collection or similar transactions such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of businessits clearing, depository and settlement operations, or matters reasonably related or incidental thereto (b) including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the honoring by a bank management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other financial institution of a checkassets sold, draft loaned or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.borrowed or otherwise subject to such applicable agreement or transaction at such time; (viin) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from guarantees agreements of loans and advances by third parties to employees and officers of a any Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of or purchase price or similar obligations or from guaranteesacquisition price, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any put right or other purchase obligation of its Subsidiaries such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, property assets or Subsidiary.a Subsidiary not prohibited by this Agreement; and (ixp) Indebtedness arising from Rate Hedging Obligations.of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; and

Subsidiary Indebtedness. (a) The Company Borrower will not permit any Subsidiary of its Domestic Restricted Subsidiaries to create, incur assume, incur, Guarantee or suffer 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) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii1) Indebtedness of or Guarantee by a Person existing at the 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 assets of such Person (or a division thereof) as an entirety or substantially as an entirety to the Company or any other Domestic Restricted Subsidiary and is assumed by such Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed or Guarantee was not incurred in contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than any Guarantee existing at the time of such merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Domestic Restricted Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, ; provided that any such refunding Indebtedness or refinancing of Indebtedness referred to Guarantee was not incurred in clause (ii), (iii) or (iv) does not increase the principal amount contemplation thereof.; (vi3) Indebtedness owed to or Guarantee in favor of the Borrower or any Domestic Restricted Subsidiary; (4) Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services; (5) Indebtedness or Guarantees arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business., provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (vii6) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary reimbursement obligations incurred in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.business; (viii7) advances and deposits received in the ordinary course of business; (8) Indebtedness or Guarantees incurred (a) in respect of a Subsidiary arising from agreements providing for indemnificationworkers’ compensation claims, adjustment payment obligations in connection with health or other types of purchase price social security benefits, unemployment or similar obligations or from guaranteesother insurance obligations, letters of creditreclamation and statutory obligations, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed (b) in connection with the disposition 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 businessIndebtedness 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, property renew, replace, refinance or Subsidiaryrefund 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 restrictions set forth in Section 6.01(a), without Guaranteeing the payment of the 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 principal amount of the 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 connection with any such extension, renewal, replacement, refinancing or refunding. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (i) The Loans and the Reimbursement ObligationsLoans. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000100,000,000 . (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. (a) The Company Borrower will not permit any Subsidiary of its Material Subsidiaries to create, incur assume, incur, Guarantee or suffer 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 7.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting: (i) The Loans Indebtedness of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Material Subsidiary or otherwise acquired by any Material Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Material Subsidiary and is assumed by such Subsidiary; provided that such Indebtedness or Guarantee was not incurred in contemplation thereof and is not Guaranteed by any other Material Subsidiary (other than any Guarantee existing at the Reimbursement Obligations.time of such merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Guarantee by a Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed existing at the time such Person becomes a Subsidiary and is Material Subsidiary; provided that any such Indebtedness or Guarantee was not created incurred in contemplation thereof; (iii) Indebtedness owed to or Guarantee in favor of the Borrower or any Subsidiary; (iv) Indebtedness or Guarantees in respect of netting services, business credit or debit card programs, purchase cards, overdraft protection and other treasury, depository and cash management services or incurred in connection with such Person becoming a Subsidiary.any automated clearing-house transfers of funds or other fund transfer or payment processing services; (v) Any refunding Indebtedness or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness Guarantees arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business., provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (viivi) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary reimbursement obligations incurred in the ordinary course of business for bona fide business purposes, provided that business; (vii) advances and deposits received in the aggregate outstanding principal amount ordinary course of such Indebtedness does not at any time exceed $100,000,000.business; (viii) Indebtedness or Guarantees incurred (a) in respect of a Subsidiary arising from agreements providing for indemnificationworkers’ compensation claims, adjustment payment obligations in connection with health or other types of purchase price social security benefits, unemployment or similar obligations or from guaranteesother insurance obligations, letters of creditreclamation and statutory obligations, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed (b) in connection with the disposition financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, (c) under any Swap Contracts and (d) 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 (i) through (vii) or this clause (viii), 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, property or Subsidiary.; (ix) Indebtedness arising from Rate Hedging constituting Capital Lease Obligations, equipment leases and Purchase Money Indebtedness of the Borrower or Material Subsidiary; provided that the aggregate principal amount of Indebtedness pursuant to this clause (ix) secured by real property shall not exceed $1,000,000,000 at any time outstanding; or (x) Indebtedness or Guarantees outstanding on the date of this Agreement and any extension, renewal, replacement, refinancing or refunding of any Indebtedness or Guarantees existing on the date of this Agreement or referred to in clauses (i), (ii) and (ix); provided that any Indebtedness or Guarantees 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 (i) and (ii) 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, commissions, discounts and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding. Notwithstanding Sections 7.01(a) and (b), any Material Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject to the restrictions set forth in Section 7.01(a), without Guaranteeing the payment of the Obligations, if after giving effect thereto, the Aggregate Debt does not exceed an amount equal to the greater of (i) $7,500,000,000 and (ii) 15.0% of Consolidated Total Assets. Any Material 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 principal amount of the 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, commissions, discounts and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding.

Subsidiary Indebtedness. The Company will not permit or cause any Subsidiary to of its Subsidiaries to, create, incur or suffer to exist assume any Indebtedness, exceptor become liable (contingent or otherwise) to do any of the foregoing, except for: (a) Indebtedness incurred under this Agreement and the other Credit Documents; (b) unsecured Indebtedness incurred by any trust or other special purpose entity created by the Company solely for the purposes of issuing any such unsecured Indebtedness, provided that (i) The Loans such Indebtedness is recourse only to such trust or special purpose entity or its assets or equity and the Reimbursement Obligations. (ii) upon the incurrence thereof no Default or Event of Default would occur or exist; (c) Indebtedness outstanding existing on the date Closing Date and described in Schedule 7.2 and any renewals, replacements, refinancings or extensions of this Agreement any such Indebtedness; provided that the principal amount of such Indebtedness is not increased at the time of such renewal, replacement, refinancing or incurred pursuant to extension except by (1) the amount of any existing commitments thereunder, (2) accrued and unpaid interest and premiums thereon and (3) underwriting discounts or other amount paid, and fees, commissions, premiums (including tender premiums) and expenses (including upfront fees, original issue discount or initial yield payments) incurred, in existence on the date of this Agreement.connection with any such renewal, replacement, refinancing or extension; (iiid) accrued expenses, current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case to the extent constituting Indebtedness; (e) Indebtedness which is incurred in connection with any Lien permitted under Section 7.3; (f) Securitization Indebtedness; (g) Indebtedness existing or arising under any Hedge Agreement entered in the ordinary course of business and not for purposes of speculation; (h) Indebtedness of any Subsidiary to the Company or any other Subsidiary.; (ivi) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and which is not created in contemplation of or incurred in connection with any obligation of any Insurance Subsidiary under letters of credit to the extent undrawn supporting the liability of such Person becoming Insurance Subsidiary in respect of any Primary Policy or Reinsurance Agreement underwritten by such Subsidiary or supporting the obligations of any Subsidiary in its capacity as a Subsidiary.reinsurer under any Reinsurance Agreement with respect to credit for reinsurance; and (vj) Any refunding or refinancing of additional unsecured Indebtedness (including any unsecured Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition Hybrid Equity Securities) of any business, property or SubsidiaryUnum Party (other than the Company) in an aggregate principal amount not to exceed $500,000,000 at any one time outstanding. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to createCreate, incur incur, assume or suffer to exist any IndebtednessIndebtedness of the Parent’s Subsidiaries, except: (i) The Loans and the Reimbursement Obligations. (iia) Indebtedness outstanding on under the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement.Loan Documents; (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring obligations (contingent or otherwise) existing or arising under any Swap Contract entered into by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary such Person in the ordinary course of business for bona fide business purposesthe purpose of hedging currency or interest risk and not for purposes of speculation or taking a “market view” provided 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; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000; (d) Indebtedness for standby letters of credit issued to secure liabilities under Primary Policies or Reinsurance Agreements entered into in the ordinary course of business; (e) Indebtedness owed by any Subsidiary to the Parent or any of its Subsidiaries; (f) Indebtedness of any Subsidiary in connection with securities lending arrangements with financial institutions in the ordinary course of business; (g) Indebtedness of any Person existing at the time such Person is merged or consolidated with or into or acquired by the Parent or any of its Subsidiaries and not created in contemplation of such event; (h) Indebtedness not included in clauses (a) through (g), provided that the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding does not at any time exceed $100,000,000.35,000,000; and (viiii) Indebtedness arising under Guarantees made by any Subsidiary of Indebtedness of the type described in clauses (a) through (h) above, provided that if such Guarantee guarantees Indebtedness of a Borrower, such Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any has also guaranteed the obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiarysuch Borrower hereunder. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company No Subsidiary will not permit any Subsidiary to create, incur incur, assume or suffer permit to exist any Indebtedness, except: (ia) The Loans Indebtedness existing on the Effective Date and set forth in schedule 6.01 attached to the Reimbursement ObligationsExisting Credit Agreement (a copy of which schedule is also attached hereto for convenience) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiib) Indebtedness of any Subsidiary to the Company Guarantor or any other Subsidiary. (ivc) Guarantees by any Subsidiary of Indebtedness of Guarantor or of any other Subsidiary to the extent such Indebtedness is permitted under the Obligation Documents and other material agreements governing the Indebtedness of Guarantor. (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) when aggregated (without duplication) with all Indebtedness incurred under clause (g) below, with the aggregate amount of all claims and obligations secured by Liens permitted pursuant to clauses (d) and (f) of (e) Indebtedness of any Person that becomes a Subsidiary after the date hereofApril 30, 1997; provided that such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (vf) Any refunding or refinancing Indebtedness of any Subsidiary as an account party in respect of trade letters of credit. (g) Other unsecured Indebtedness referred of the Subsidiaries in an aggregate principal amount outstanding at any time that, when aggregated (without duplication) with all Indebtedness incurred under clause (d) above, with the aggregate amount of all claims and obligations secured by Liens permitted pursuant to clauses (d) and (f) of Paragraph 3.02 and with the aggregate book value or sale price of the assets sold in clauses sale and leaseback transactions permitted pursuant to Paragraph 3.03 does not exceed 30% of Consolidated Tangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 of this Schedule. (i) through (iv) above, provided that Indebtedness of any such refunding Special Purpose Subsidiary; or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a any other Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed by such Subsidiary in connection with the disposition incurrence of Indebtedness by any business, property or Special Purpose Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary of its Subsidiaries to contract, create, incur or suffer to exist assume any IndebtednessIndebtedness for borrowed money, exceptother than: (ia) The Loans and Indebtedness owing by a Subsidiary of the Reimbursement Obligations.Borrower to the Borrower or any Subsidiary of the Borrower; (iib) purchase money Indebtedness outstanding on to finance the date acquisition, construction, or improvement, or capital lease of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. assets (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereofincluding equipment); provided that such Indebtedness existed when incurred shall not exceed the purchase price and costs, as applicable, of acquisition, construction or improvement of the asset(s) financed and all fees, costs and expenses relating thereto; (c) Indebtedness of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Indebtedness at the time of the acquisition of the capital stock or assets of such Person becomes or a Subsidiary and is merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary.anticipation thereof; (vd) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding under unsecured overdraft lines of credit or refinancing of Indebtedness referred to for working capital purposes in clause foreign countries with financial institutions and (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (except e) Indebtedness not otherwise permitted under any other clause of this Section 7.2.4 so long as each Subsidiary of the Borrower incurring such Indebtedness has delivered to the Administrative Agent (i) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate of an Authorized Officer certifying the adoption of board resolutions authorizing such Subsidiary guaranty; (f) extensions, refinancing, renewals or replacements (or successive extensions, refinancing, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of daylight overdraftsany 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 pay the costs of such extension, refinancing, renewal or replacement; and (g) drawn against insufficient funds any other Indebtedness not otherwise permitted by this Section 7.2.4 in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any one time exceed $100,000,000outstanding. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (ia) The Loans and the Reimbursement Obligations. (iib) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiic) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (ivd) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (ve) Any refunding or refinancing of any Indebtedness referred to in clauses (ia) through (ivd) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (iib), (iiic) or (ivd) does not increase the principal amount thereof. (vif) Indebtedness arising from (ai) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (bii) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (viig) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viiih) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters Letters of creditCredit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ixi) Indebtedness arising from Rate Hedging Obligations. (j) Contingent Obligations (to the extent permitted by Section 6.15). (k) Indebtedness outstanding under investment grade commercial paper programs. (l) Other Indebtedness; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such other Indebtedness of the Subsidiaries does not exceed an amount equal to 25% of Adjusted Tangible Net Worth at such time.

Subsidiary Indebtedness. (a) The Company Borrower will not permit any Subsidiary of its Domestic Restricted Subsidiaries to create, incur assume, incur, Guarantee or suffer 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) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii1) Indebtedness of or Guarantee by a Person existing at the 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 assets of such Person (or a division thereof) as an entirety or substantially as an entirety to the Company or any other Domestic Restricted Subsidiary and is assumed by such Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed or Guarantee was not incurred in contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than any Guarantee existing at the time of such merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof); (2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Domestic Restricted Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, ; provided that any such refunding Indebtedness or refinancing of Indebtedness referred to Guarantee was not incurred in clause (ii), (iii) or (iv) does not increase the principal amount contemplation thereof.; (vi3) Indebtedness owed to or Guarantee in favor of the Borrower or any Domestic Restricted Subsidiary; (4) Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services; (5) Indebtedness or Guarantees arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business., provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence; (vii6) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary reimbursement obligations incurred in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.business; (viii7) advances and deposits received in the ordinary course of business; (8) Indebtedness or Guarantees incurred (a) in respect of a Subsidiary arising from agreements providing for indemnificationworkers’ compensation claims, adjustment payment obligations in connection with health or other types of purchase price social security benefits, unemployment or similar obligations or from guaranteesother insurance obligations, letters of creditreclamation and statutory obligations, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed (b) in connection with the disposition 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 businessIndebtedness 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, property renew, replace, refinance or Subsidiaryrefund 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 restrictions set forth in Section 6.01(a), without Guaranteeing the payment of the 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 principal amount of the 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 connection with any such extension, renewal, replacement, refinancing or refunding. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to createCreate, incur incur, assume or suffer to exist any Indebtedness, except: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Indebtedness outstanding on the date Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of this Agreement such Indebtedness is not increased at the time of such refinancing, refunding, renewal or incurred pursuant 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 existence on connection therewith, are no less favorable in any material respect to the date Loan Parties or the Lenders than the terms of this Agreement.any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (iiic) 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; (d) Indebtedness of any Subsidiary to the Company Guarantor or any other Subsidiary.Loan Party under and as defined in either of the Actavis Term Loan Agreement or the Actavis Revolving Credit Agreement; (ive) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary and (ii) 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; (vg) Any refunding Capital Lease Obligations, Synthetic Lease Obligations or refinancing of any Receivables Facility Attributable Indebtedness referred in an aggregate principal amount which, when added to in clauses (i) through (iv) aboveall other Capital Lease Obligations, provided that any such refunding Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or refinancing of Indebtedness referred to in assumed under this clause (iig), (iii) or (iv) does do not increase to exceed the principal amount thereof. (vi) Indebtedness arising from (a) greater of $750,000,000 and 15% of the endorsement Net Worth of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessUltimate Parent at any time, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except subject in the case of daylight overdrafts) drawn against insufficient funds any such Indebtedness secured by a Lien, to the limitation set forth in the ordinary course of business.Section 7.01(j); (viih) additional secured or unsecured Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary not otherwise permitted under this Section 7.02 in the ordinary course of business for bona fide business purposesan aggregate principal amount at any time outstanding which, provided that when added to, without duplication, the aggregate outstanding principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such Indebtedness does time, do not at any time exceed the greater of $100,000,000.750,000,000 and 15% of the Net Worth of Ultimate Parent; (viiii) 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 of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations incurred as part of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.Post-Closing Restructuring); and (ixj) Indebtedness arising from Rate Hedging Obligationsany Acquisition Indebtedness.

Subsidiary Indebtedness. The Company Parent will not permit any Subsidiary (other than the Borrower) to create, incur assume or suffer to exist exist, any Indebtedness, exceptother than: (ia) The Loans and the Reimbursement Obligations.Indebtedness owed to Parent or to a wholly owned Subsidiary; (iib) Indebtedness outstanding existing on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. hereof (iii) whether such Indebtedness is Indebtedness of a subsidiary of Parent or a subsidiary of the Borrower) and described on Schedule 6.01 (the "Existing Indebtedness"), and any Subsidiary to Indebtedness extending the Company maturity of, or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after refunding or refinancing, in whole or in part, the date hereofExisting Indebtedness; provided that the principal amount of such Existing Indebtedness existed at shall not be increased above the time principal amount thereof outstanding immediately prior to such Person becomes extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a Subsidiary and is not created in contemplation of result of, or in connection with with, such Person becoming a Subsidiary.extension, refunding or refinancing; (vc) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) Indebtedness incurred in connection with the sale or other disposition of accounts receivable arising in connection with the Receivables Financing Facility, including Indebtedness consisting of indemnification obligations of the Subsidiaries and Parent's guarantee thereof; (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof that is existing at the time such Person becomes a Subsidiary (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary) and any Indebtedness extending the maturity of, or (b) the honoring by a bank refunding or other financial institution of a checkrefinancing, draft such Indebtedness, in whole or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, part; provided that the aggregate outstanding principal amount of such Indebtedness does shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a result of, or in connection with, such extension, refunding or refinancing; and (f) other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $100,000,00010% of Consolidated Net Worth. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will Borrower shall not permit any Subsidiary of its Subsidiaries directly or indirectly to create, incur incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ia) The Loans and Indebtedness of the Reimbursement Obligations.Subsidiaries under the Subsidiary Guaranty; (iib) Indebtedness outstanding on in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the date of this Agreement or Borrower, provided such Indebtedness is not incurred pursuant to commitments by the Borrower in existence on the date violation of this Agreement.; (iiic) Indebtedness in respect of any Subsidiary to the Company or any other Subsidiary.obligations secured by Customary Permitted Liens; (ivd) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.constituting Contingent Obligations permitted by Section 6.05; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vie) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the endorsement Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of negotiable instruments for deposit or collection or similar transactions the Obligations on terms reasonably satisfactory to the Administrative Agent; (f) Indebtedness in respect of obligations under Swap Agreements permitted under Section 6.15; (g) Indebtedness with respect to surety, appeal and performance bonds obtained by any of the Borrower’s Subsidiaries in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.; (viih) Indebtedness arising from guarantees incurred pursuant to the Dutch Credit Agreement; (i) Indebtedness incurred in connection with any Permitted Receivables Facility; (j) Indebtedness under any agreement governing the provision of loans treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and advances 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 assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (l) Separation Obligations; and (m) Other Indebtedness in addition to that referred to elsewhere in this Section 6.01 incurred by third parties to employees the Borrower’s Subsidiaries; provided that no Default or Event of Default shall have occurred and officers be continuing at the date of a Subsidiary in the ordinary course of business for bona fide business purposes, such incurrence or would result therefrom; and provided further that the aggregate outstanding principal amount of such all Indebtedness does incurred by the Borrower’s Subsidiaries (other than Indebtedness incurred pursuant to clauses (a), (b), (e), (f), (h), (i), (j) and (l) of this Section 6.01) shall not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations 25% of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or SubsidiaryBorrower’s Consolidated Total Capitalization. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary of its Subsidiaries to contract, create, incur or suffer to exist assume any IndebtednessIndebtedness for borrowed money, exceptother than: (ia) The Loans and Indebtedness owing by a Subsidiary of the Reimbursement Obligations.Borrower to the Borrower or any Subsidiary of the Borrower; (iib) purchase money Indebtedness outstanding on to finance the date acquisition, construction, or improvement, or capital lease of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. assets (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereofincluding equipment); provided that such Indebtedness existed when incurred shall not exceed the purchase price and costs, as applicable, of acquisition, construction or improvement of the asset(s) financed and all fees, costs and expenses relating thereto; (c) Indebtedness of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Indebtedness at the time of the acquisition of the capital stock or assets of such Person becomes or a Subsidiary and is merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary.anticipation thereof; (vd) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding under unsecured overdraft lines of credit or refinancing of Indebtedness referred to for working capital purposes in clause foreign countries with financial institutions and (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (except e) Indebtedness not otherwise permitted under any other clause of this Section 7.2.4 so long as each Subsidiary of the Borrower incurring such Indebtedness has delivered to the Administrative Agent (i) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate of an Authorized Officer certifying the adoption of board resolutions authorizing such Subsidiary guaranty; (f) extensions, refinancing, renewals or replacements (or successive extensions, refinancing, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of daylight overdraftsany 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 pay the costs of such extension, refinancing, renewal or replacement; (g) drawn against insufficient funds Exempted Subsidiary Indebtedness; and (h) any other Indebtedness not otherwise permitted by this Section 7.2.4 in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any one time exceed $100,000,000outstanding. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary Guarantor at any time to create, incur assume, incur, guarantee or suffer to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) (i) The Loans and any Guaranty by any Subsidiary Guarantor of Indebtedness of the Reimbursement Obligations. Company outstanding under any Major Credit Facility or any Note Purchase Facility, (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) any other Indebtedness of any Subsidiary Guarantor, provided that, in the case of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such Subsidiary Guarantor and (iii) any Guaranty by any Subsidiary Guarantor in favor of a lender or an Affiliate of a lender under a Major Credit Facility in respect of obligations under Derivative Instruments or Other Supported Agreements entered into between the Company or any other Subsidiary.Subsidiary Guarantor and any lender or an Affiliate of a lender under a Major Credit Facility; (ivb) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided of Closing that such Indebtedness existed at (i) is outstanding on the time date such Person becomes a Subsidiary and (ii) is not created incurred, extended or renewed in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that such Indebtedness may be refinanced, extended or renewed so long as the principal amount thereof is not increased and no Default or Event of Default shall have occurred and be continuing at the time of such refinancing, extension or renewal; (c) Indebtedness of any Subsidiary Guarantor owing to the Company or another Subsidiary Guarantor or a Wholly-Owned Subsidiary; (d) Indebtedness of any Subsidiary Guarantor that is outstanding on the date of Closing and set out in Schedule 5.15, and any refinancing, extension or renewal thereof so long as the principal amount thereof is not increased and no Default or Event of Default shall have occurred and be continuing at the time of such refunding refinancing, extension or refinancing of Indebtedness renewal; (e) the Other Supported Obligations, provided that (other than with respect to the doré purchase agreements referred to in clause (ii), (iiib) of the definition of "Other Supported Agreements") such Other Supported Obligations are only for purposes of supporting the movement of funds between or (iv) does not increase among the principal amount thereof.Company and one or more Subsidiary Guarantors or between or among Subsidiary Guarantors in connection with cash management by the Company and the Subsidiary Guarantors; (vif) unsecured Indebtedness arising from (a) the endorsement incurred by any Subsidiary Guarantor at a time when no Default or Event of negotiable Default has occurred and is continuing in respect of letters of credit, letters of guarantee, surety bonds, performance bonds or guarantees and similar types of instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary issued in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition Company's or a Subsidiary Guarantor's Core Business; but excluding any of any businessthe foregoing incurred to secure or support indebtedness for borrowed money (including, property without limitation, by way of overdraft and drafts or Subsidiary.orders accepted representing extensions of credit in respect of borrowed money); and (ixg) any Indebtedness arising from Rate Hedging Obligationsin addition to that described in clauses (a) through (f) above, provided that, upon the incurrence of such Indebtedness, the sum (without duplication) of (i) the aggregate amount of all Indebtedness of the Company and the Subsidiary Guarantors secured by Liens permitted pursuant to Section 10.5(p) and (ii) the aggregate amount of all Indebtedness of Subsidiary Guarantors permitted pursuant to this clause (g) shall not exceed 5% of Shareholders' Equity.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (ia) The the Loans and the Reimbursement Obligations. (iib) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiic) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (ivd) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (ve) Any any refunding or refinancing of any Indebtedness referred to in clauses (ia) through (ivd) above, ; provided that any such refunding or refinancing of Indebtedness referred to in clause (iib), (iiic) or (ivd) does not increase the principal amount thereof. (vif) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company, any Subsidiary Borrower or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings. (g) Indebtedness arising from (ai) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (bii) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (viih) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viiii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters Letters of creditCredit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ixj) Indebtedness arising from Rate Hedging Obligations. (k) Contingent Obligations (to the extent permitted by Section 6.11 and without duplication). (l) Indebtedness outstanding under investment grade commercial paper programs. (m) other Indebtedness; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such other Indebtedness of the Subsidiaries does not exceed an amount equal to 20% of Net Worth at such time.

Subsidiary Indebtedness. The Company will not permit Permit any Restricted Subsidiary to create, incur incur, assume or suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Indebtedness outstanding on (including renewals, extensions and refinancings thereof so long as the date principal amount thereof is not increased) in respect of this Agreement capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or incurred pursuant to commitments capital assets within the limitations set forth in existence on clause (a) of the date definition of this Agreement.“Purchase Money Liens”; (iiic) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses Swap Contracts entered into (i) through (iv) above, provided that any such refunding or refinancing of to hedge interest rate and/or currency risk with respect to Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary incurred in the ordinary course of business for bona fide and pursuant to prudent and reasonable business purposespractices that are consistent with the business practices of other companies similarly situated, (ii) to hedge currency risk with respect to any such payments expected to be received or made pursuant to a contract entered into in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated (iii) to hedge commodity risk with respect to any commodity held, required to be delivered or anticipated to be received in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated or (iv) to hedge shipping, freight or other transportation risk with respect to any obligation to deliver any goods or commodities required to be delivered in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated; (d) Indebtedness of a Restricted Subsidiary owing to the Company or a Restricted Subsidiary; provided such indebtedness has a tenor of less than 365 days; and (e) Indebtedness (including renewals, extensions and refinancings thereof so long as the principal amount thereof is not increased) not otherwise permitted under this Section 7.03; provided that the aggregate outstanding principal amount of such Priority Indebtedness does shall not at any time exceed $100,000,00020% of Consolidated Tangible Net Worth determined at such time. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to createCreate, incur incur, assume or suffer to exist any Indebtedness, except: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Indebtedness outstanding on the date Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of this Agreement such Indebtedness is not increased at the time of such refinancing, refunding, renewal or incurred pursuant 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 existence on connection therewith, are no less favorable in any material respect to the date Loan Parties or the Lenders than the terms of this Agreement.any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (iiic) 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; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary.Guarantor; (ive) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary and (ii) 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 $500,000,000 and 15% of the Net Worth of the Company; (vg) Any refunding Capital Lease Obligations, Synthetic Lease Obligations or refinancing of any Receivables Facility Attributable Indebtedness referred in an aggregate principal amount which, when added to in clauses (i) through (iv) aboveall other Capital Lease Obligations, provided that any such refunding Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or refinancing of Indebtedness referred to in assumed under this clause (iig), (iii) or (iv) does do not increase to exceed the principal amount thereof. (vi) Indebtedness arising from (a) greater of $500,000,000 and 15% of the endorsement Net Worth of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessCompany at any time, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except subject in the case of daylight overdrafts) drawn against insufficient funds any such Indebtedness secured by a Lien, to the limitation set forth in the ordinary course of business.Section 7.01(j); (viih) additional secured or unsecured Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary not otherwise permitted under this Section 7.02 in the ordinary course of business for bona fide business purposesan aggregate principal amount at any time outstanding which, provided that when added to, without duplication, the aggregate outstanding principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such Indebtedness does time, do not at any time exceed the greater of $100,000,000.500,000,000 and 15% of the Net Worth of the Company; and (viiii) Indebtedness of intercompany loans made between the Company and a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiarytwo Subsidiaries. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary Guarantor at any time to create, incur assume, incur, guarantee or suffer to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) (i) The Loans and any Guaranty by any Subsidiary Guarantor of Indebtedness of the Reimbursement Obligations. Company outstanding under any Major Credit Facility, (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) any other Indebtedness of any Subsidiary Guarantor, provided that, in the case of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such Subsidiary Guarantor and (iii) any Guaranty by any Subsidiary Guarantor in favor of a lender or an Affiliate of a lender under a Major Credit Facility in respect of obligations under Derivative Instruments or Other Supported Agreements entered into between the Company or any other Subsidiary.Subsidiary Guarantor and any lender or an Affiliate of a lender under a Major Credit Facility; (ivb) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided of Closing that such Indebtedness existed at (i) is outstanding on the time date such Person becomes a Subsidiary and (ii) is not created incurred, extended or renewed in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that such Indebtedness may be refinanced, extended or renewed so long as the principal amount thereof is not increased and no Default or Event of Default shall have occurred and be continuing at the time of such refinancing, extension or renewal; (c) Indebtedness of any Subsidiary Guarantor owing to the Company or another Subsidiary Guarantor or a Wholly-Owned Subsidiary; (d) Indebtedness of any Subsidiary Guarantor that is outstanding on the date of Closing and set out in Schedule 5.15, and any refinancing, extension or renewal thereof so long as the principal amount thereof is not increased and no Default or Event of Default shall have occurred and be continuing at the time of such refunding refinancing, extension or refinancing of Indebtedness renewal; (e) the Other Supported Obligations, provided that (other than with respect to the doré purchase agreements referred to in clause (ii), (iiib) of the definition of “Other Supported Agreements”) such Other Supported Obligations are only for purposes of supporting the movement of funds between or (iv) does not increase among the principal amount thereof.Company and one or more Subsidiary Guarantors or between or among Subsidiary Guarantors in connection with cash management by the Company and the Subsidiary Guarantors; (vif) unsecured Indebtedness arising from (a) the endorsement incurred by any Subsidiary Guarantor at a time when no Default or Event of negotiable Default has occurred and is continuing in respect of letters of credit, letters of guarantee, surety bonds, performance bonds or guarantees and similar types of instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary issued in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition Company’s or a Subsidiary Guarantor’s Core Business; but excluding any of any businessthe foregoing incurred to secure or support indebtedness for borrowed money (including, property without limitation, by way of overdraft and drafts or Subsidiary.orders accepted representing extensions of credit in respect of borrowed money); and (ixg) any Indebtedness arising from Rate Hedging Obligationsin addition to that described in clauses (a) through (f) above, provided that, upon the incurrence of such Indebtedness, the sum (without duplication) of (i) the aggregate amount of all Indebtedness of the Company and the Subsidiary Guarantors secured by Liens permitted pursuant to Section 10.5(p) and (ii) the aggregate amount of all Indebtedness of Subsidiary Guarantors permitted pursuant to this clause (g) shall not exceed 5% of Shareholders’ Equity.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to createCreate, incur incur, assume or suffer to exist any Indebtedness, except: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Indebtedness outstanding on the date Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of this Agreement such Indebtedness is not increased at the time of such refinancing, refunding, renewal or incurred pursuant 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 existence on connection therewith, are no less favorable in any material respect to the date Loan Parties or the Lenders than the terms of this Agreement.any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (iiic) 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; (d) Indebtedness of any Subsidiary to the Company Guarantor or any other Subsidiary.Loan Party under and as defined in either of the Actavis Term Loan Agreement and the Actavis Revolving Credit Agreement; (ive) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary and (ii) 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 $500,000,000 and 15% of the Net Worth of Parent; (vg) Any refunding Capital Lease Obligations, Synthetic Lease Obligations or refinancing of any Receivables Facility Attributable Indebtedness referred in an aggregate principal amount which, when added to in clauses (i) through (iv) aboveall other Capital Lease Obligations, provided that any such refunding Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or refinancing of Indebtedness referred to in assumed under this clause (iig), (iii) or (iv) does do not increase to exceed the principal amount thereof. (vi) Indebtedness arising from (a) greater of $500,000,000 and 15% of the endorsement Net Worth of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessParent at any time, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except subject in the case of daylight overdrafts) drawn against insufficient funds any such Indebtedness secured by a Lien, to the limitation set forth in the ordinary course of business.Section 7.01(j); (viih) additional secured or unsecured Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary not otherwise permitted under this Section 7.02 in the ordinary course of business for bona fide business purposesan aggregate principal amount at any time outstanding which, provided that when added to, without duplication, the aggregate outstanding principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such Indebtedness does time, do not at any time exceed the greater of $100,000,000.500,000,000 and 15% of the Net Worth of Parent; and (viiii) intercompany loans made (x) between Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations incurred as part of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or SubsidiaryPost-Closing Restructuring). (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary of Borrower to create, incur or incur, assume, suffer to exist exist, or otherwise be liable with respect to, any Indebtedness, Indebtedness except: (ia) The Loans Indebtedness existing on the Effective Date and disclosed in Schedule 7.3, and any refinancings, refundings, renewals or extensions thereof; provided that the Reimbursement Obligations.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; (iib) Indebtedness outstanding on under the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement.Loan Documents; (iiic) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary.Subsidiary of the Borrower; (ivd) Indebtedness owed under Cash Management Agreements entered into by such Person in the ordinary course of business; (e) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates 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; (f) Indemnification or similar provisions in leases entered into from time to time, in the ordinary course of business, by any Subsidiary for equipment or vehicles; (g) Indebtedness in respect of any Customer Finance Program; (h) Indebtedness of any Person acquired by Borrower or any of its Subsidiaries that becomes a Subsidiary after the date hereof; provided hereof that such Indebtedness existed is outstanding at the time such Person becomes a Subsidiary and is was not created incurred in contemplation of such Person becoming a Subsidiary and 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 Person becoming a Subsidiary.refinancing; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through obligations in respect of Swap Contracts entered into for the purpose of hedging or to mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities (ivincluding currency, interest rate and commodity pricing risks); (j) aboveIndebtedness incurred under sale and leaseback transactions permitted under Section 7.4; (k) Indebtedness owed to (including obligations in respect of letters of credit or bank Guaranties or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary pursuant to reimbursement or indemnification obligations to such person; provided that any such refunding or refinancing upon the incurrence of Indebtedness referred with respect to in clause reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii)) take-or-pay obligation contained in supply agreements, (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in each case, in the ordinary course of business; (m) Indebtedness in respect of performance, bid, appeal and surety bonds, completion Guaranties and similar obligations provided by the Borrower or any Subsidiary, including those to secure workers’ compensation, disability, health, safety and environmental obligations in the ordinary course of business; (bn) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds or other cash management services in the ordinary course of business.; provided, that such Indebtedness is extinguished within five (5) Business Days of its incurrence; (viio) to the extent the guarantee contemplated by the final sentence of this Section 7.3 has been executed, delivered and is effective, Guaranty Obligations with respect to the Senior Notes Indentures; and (p) other Indebtedness arising from guarantees of loans and advances by third parties in addition to employees and officers of a Subsidiary that described in the ordinary course of business for bona fide business purposes, provided that Sections 7.3(a) through 7.3(o) above so long as the aggregate outstanding principal amount of such Priority Indebtedness does not at any time does not exceed $100,000,000. 10% of Consolidated Net Tangible Assets. Notwithstanding the foregoing, in no event shall any Subsidiary permit to exist any Guaranty Obligation with respect to (viiii) any Senior Note Indebtedness or (ii) any other Indebtedness of the Borrower in excess of $50,000,000, in each case without such Subsidiary also guaranteeing the Indebtedness under the Loan Documents pursuant to a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of guarantee in form and substance reasonably satisfactory to the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or SubsidiaryAdministrative Agent. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary to create, incur incur, assume or suffer permit to exist any Indebtedness, except: (i) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiia) Indebtedness of any Subsidiary to the Company or any other Subsidiary.; (ivb) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness 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 benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness 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 Indebtedness is repaid within five (5) Business Days; (g) any Indebtedness arising as a result of short-term sale and 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 Indebtedness does not exceed the principal amount of the securities sold; (h) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (i) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (j) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.02(j), when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $50,000,000 at any one time outstanding; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vim) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (aincluding Swap Contracts) entered into by the endorsement of negotiable instruments for deposit Company or collection or similar transactions such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of businessits clearing, depository and settlement operations, or matters reasonably related or incidental thereto (b) including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the honoring by a bank management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other financial institution of a checkassets sold, draft loaned or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.borrowed or otherwise subject to such applicable agreement or transaction at such time; (viin) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from guarantees agreements of loans and advances by third parties to employees and officers of a any Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of or purchase price or similar obligations or from guaranteesacquisition price, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any put right or other purchase obligation of its Subsidiaries such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, property assets or Subsidiary.a Subsidiary not prohibited by this Agreement; and (ixp) other Indebtedness arising from Rate Hedging Obligationsof the Subsidiaries (other than the Designated Borrowers) in an aggregate principal amount not exceeding the greater of (x) $250,000,000 at any one time outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Company most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (q) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.01.

Subsidiary Indebtedness. The Company will not Allow or permit any Subsidiary to create, incur incur, assume or 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) Indebtedness owing to the Company or to any other Subsidiary of the Company and (ii) guaranties of any Indebtedness of any Subsidiary owing to the Company or to any other Subsidiary; (b) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of such Subsidiary; (c) Indebtedness 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 such Subsidiary pursuant to such agreements, in connection with acquisitions or 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 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) The Loans 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 the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the Company or extent any other Subsidiary.such obligations constitute indebtedness; (ivf) Indebtedness in respect of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary netting services, overdraft protections and is not created in contemplation of or otherwise in connection with such Person becoming a Subsidiary. (v) Any refunding demand, time, savings, passbook or refinancing like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) deposit and Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) a Subsidiary drawn against insufficient funds in the ordinary course of business.; (viig) 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 replacements thereof that do not increase the outstanding principal amount thereof, plus any accrued interest, premium, fees, costs and expenses payable in connection with any such refinancing, refunding, renewal or extension; (i) 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 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 such Indebtedness and any proceeds and products thereof; (j) obligations (contingent or otherwise) of any Subsidiary existing or arising from guarantees of loans and advances under any Swap Contract, provided that such obligations are (or were) entered into by third parties to employees and officers of a such Subsidiary in the ordinary course of business for bona fide business purposesthe purpose of directly mitigating risks associated with liabilities, provided that commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the aggregate value of securities issued by such Subsidiary, and not for purposes of speculation; and (k) Acquired Indebtedness and any modifications, refinancings, refundings, extensions, renewals and replacements thereof which do not increase the outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000thereof plus interest, premium, fees and expenses. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary of Borrower to create, incur or incur, assume, suffer to exist exist, or otherwise be liable with respect to, any Indebtedness, Indebtedness except: (ia) The Loans Indebtedness existing on the Effective Date and disclosed in Schedule 7.3, and any refinancings, refundings, renewals or extensions thereof; provided that the Reimbursement Obligations.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; (iib) Indebtedness outstanding on under the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement.Loan Documents; (iiic) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary.Subsidiary of the Borrower; (ivd) Indebtedness owed under Cash Management Agreements entered into by such Person in the ordinary course of business; (e) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates 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; (f) Indemnification or similar provisions in leases entered into from time to time, in the ordinary course of business, by any Subsidiary for equipment or vehicles; (g) Indebtedness in respect of any Customer Finance Program; (h) Indebtedness of any Person acquired by Borrower or any of its Subsidiaries that becomes a Subsidiary after the date hereof; provided hereof that such Indebtedness existed is outstanding at the time such Person becomes a Subsidiary and is was not created incurred in contemplation of such Person becoming a Subsidiary and 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 Person becoming a Subsidiary.refinancing; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through obligations in respect of Swap Contracts entered into for the purpose of hedging or to mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities (ivincluding currency, interest rate and commodity pricing risks); (j) above[reserved]; (k) Indebtedness owed to (including obligations in respect of letters of credit or bank guaranties or similar instruments for the benefit of) any person providing workers’ compensation, provided that health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary pursuant to reimbursement or indemnification obligations to such refunding person; (l) Indebtedness consisting of (i) the financing of insurance premiums or refinancing of Indebtedness referred to in clause (ii)) take-or-pay obligation contained in supply agreements, (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in each case, in the ordinary course of business; (m) Indebtedness in respect of performance, bid, appeal and surety bonds, completion guaranties and similar obligations provided by the Borrower or any Subsidiary, including those to secure workers’ compensation, disability, health, safety and environmental obligations in the ordinary course of business; (bn) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds or other cash management services in the ordinary course of business.; provided, that such Indebtedness is extinguished within five (5) Business Days of its incurrence; (viio) to the extent the guarantee contemplated by the final sentence of this Section 7.3 has been executed, delivered and is effective, Guaranty Obligations with respect to the Senior Note Indentures; and (p) other Indebtedness arising from guarantees of loans and advances by third parties in addition to employees and officers of a Subsidiary that described in the ordinary course of business for bona fide business purposes, provided that Sections 7.3(a) through 7.3(o) above so long as the aggregate outstanding principal amount of such Priority Indebtedness does not at any time does not exceed 15% of Consolidated Net Tangible Assets. Notwithstanding the foregoing, in no event shall any Subsidiary permit to exist any Guaranty Obligation with respect to (i) any Senior Note Indebtedness or (ii) any other Indebtedness of the Borrower in excess of $100,000,000, in each case without such Subsidiary also guaranteeing the Indebtedness under the Loan Documents pursuant to a guarantee in form and substance reasonably satisfactory to the Administrative Agent. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary of the Borrower to create, incur issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except: (ia) The Loans and the Reimbursement Obligations.Indebtedness of any Loan Party pursuant to any Loan Document; (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiib) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary.; (ivc) Guarantee Obligations incurred in the ordinary course of business by any Subsidiary of the Borrower of obligations of any other Subsidiary of the Borrower: (d) Indebtedness outstanding on the Effective Date and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) unsecured Indebtedness of any Subsidiary that is a Loan Party; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofSubsidiary; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary and (ii) after giving pro forma effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vig) Indebtedness arising from Swap Agreements entered into to hedge or mitigate risks to which any Group Member has actual exposure or otherwise entered into for non-speculative purposes; (ah) the endorsement [reserved]; (i) Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any guarantees (other than for borrowed money), warranty or contractual service obligations, performance, surety, statutory appeal, bid, prepayment guaranty, payment (other than payment of negotiable instruments for deposit Indebtedness) or collection completion of performance guarantees or performance bonds or similar transactions obligations incurred in the ordinary course of business; (j) Indebtedness in respect of letters of credit, or (b) the honoring by a bank or guarantees, performance bonds and similar instruments issued to landlords and to customs, import, trade tax and other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds foreign authorities in the ordinary course of business.; (viik) Indebtedness arising from guarantees consisting of loans cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer and advances by third parties to employees and officers of a Subsidiary other cash management arrangements in the ordinary course of business for bona fide business purposesbusiness; (l) Indebtedness representing the financing of insurance premiums in the ordinary course of business; (m) to the extent constituting Indebtedness, obligations in respect of customary holdbacks, escrow arrangements, earn-out arrangements and purchase price adjustments in connection with any acquisition or disposition not prohibited by this Agreement; and (n) additional Indebtedness of the Borrower’s Subsidiaries; provided that that, immediately after giving effect to the incurrence of any such Indebtedness in reliance on this clause (n), the sum of (without duplication): (i) the aggregate outstanding principal amount of such all Indebtedness does incurred in reliance on this clause (n), plus (ii) the aggregate amount of Indebtedness and other obligations then outstanding secured by Liens incurred in reliance on Section 6.3(v) shall not at any time exceed $100,000,000. 12.5% of Consolidated Total Assets (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations with Consolidated Total Assets measured as of the Company or any end of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiarymost recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 5.1). (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary, other than any Subsidiary Guarantor, to create, incur or suffer to exist any Indebtedness, except: (ia) The Loans and the Reimbursement ObligationsLoans. (iib) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiic) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (ivd) (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary and (ii) secured Indebtedness, including Finance Lease Obligations, the Liens with respect to which are permitted by Section 6.9(f). (ve) Any any refunding or refinancing of any Indebtedness referred to in clauses (ia) through (ivd) above, ; provided that any such refunding or refinancing of Indebtedness referred to in clause (iib), (iiic) or (ivd) does not increase the principal amount thereof. (vif) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings. (g) Indebtedness arising from (ai) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (bii) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (viih) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viiii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or SubsidiarySubsidiary or otherwise in the ordinary course of business. (ixj) Indebtedness arising from Rate Hedging Obligations. (k) Contingent Obligations (to the extent permitted by Section 6.11 and without duplication). (l) Indebtedness outstanding under investment grade commercial paper programs. (m) other Indebtedness; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such other Indebtedness of the Subsidiaries does not exceed an amount equal to 3.0% of Consolidated Total Assets at such time. (n) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (o) Indebtedness under the Existing Revolving Loan Documents. The accrual of interest or fees, the accretion of accreted value and the payment of interest or fees in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.10.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary to create, incur incur, assume or suffer permit to exist any IndebtednessIndebtedness of such Subsidiary, except: (i) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiia) Indebtedness of any Subsidiary to the Company or any other Subsidiary.; (ivb) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness 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 benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance arrangements; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness arising from (A) the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business (B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of business, or (D) cash pooling and notional pooling arrangements in the ordinary course of business; (g) any Indebtedness arising as a result of short-term sale and 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 Indebtedness does not exceed the principal amount of the securities sold; (h) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (i) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (j) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (k) Indebtedness existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, renewal, amendment 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, renewal, amendment or extension; (l) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date or Indebtedness acquired or assumed by any Subsidiary (not including any renewals, refinancings, replacements or extensions thereof); provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance with Section 7.04 of this Agreement; (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vim) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (aincluding Swap Contracts) entered into by the endorsement of negotiable instruments for deposit Company or collection or similar transactions such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of businessits clearing, depository and settlement operations, or matters reasonably related or incidental thereto (b) the honoring by a bank including any letter of credit or other financial institution of a checkguarantees provided to any central securities depositories or external custodians), draft or similar instrument inadvertently (except in the case management of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.its liabilities; (viin) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; (o) Indebtedness arising from guarantees agreements of loans and advances by third parties to employees and officers of a any Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of or purchase price or similar obligations or from guaranteesacquisition price, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any put right or other purchase obligation of its Subsidiaries such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, property assets or Subsidiary.a Subsidiary not prohibited by this Agreement; (ixp) Indebtedness arising from Rate Hedging Obligationsof EuroCCP and Eris Digital Holdings or its Subsidiaries, as applicable, in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing such Person, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (q) other Indebtedness of the Subsidiaries (other than the Designated Borrowers) in an aggregate principal amount not exceeding the greater of (x) $350,000,000 at any one time outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Company most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (q) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.01; and (r) Indebtedness of Eris Clearing or Eris Digital Holdings, as applicable, under the ErisX Facilities.

Subsidiary Indebtedness. The Company Holdings will not permit any Subsidiary of its Subsidiaries (other than SANAD, Borrower or Nabors Finance) to contract, create, incur incur, assume, or suffer permit to exist exist, any Indebtedness, exceptother than: (i) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiia) Indebtedness of any Subsidiary to Guarantor in respect of the Company or any other Subsidiary.Obligations hereunder; (ivb) Indebtedness in respect of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary current accounts payable and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions accrued expenses incurred in the ordinary course of business; (c) Indebtedness (including in respect of intercompany leases, and including intercompany Sale and Lease-back Transactions) owing by a Subsidiary of Holdings to Holdings or a Subsidiary of Holdings; provided that from and after the date that is 60 days after the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion), any such Indebtedness pursuant to this clause (c) owing by any Guarantor to Holdings or any such Subsidiary shall be subordinated to the Indebtedness of the Loan Parties hereunder on terms satisfactory to the Administrative Agent pursuant to a standalone subordination or intercreditor agreement or such other arrangements reasonably satisfactory to the Administrative Agent; provided further notwithstanding the foregoing, the Guarantors may owe such Indebtedness to Holdings any such Subsidiary up to an aggregate amount $50,000,000 that is not subject to such subordination terms and that any such standalone subordination or intercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (d) Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (bincluding equipment) or property (incurred through the direct purchase of such assets or the capital stock of a Person owning such assets); provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (e) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; provided that in no event may any Specified RCF Guarantor incur or permit to exist any Indebtedness under this Section 6.06(e); (f) Indebtedness existing on the Closing Date; provided that the aggregate amount of any such Indebtedness or commitments thereunder shall not increase from the amount thereof on the Closing Date (after giving effect to any amendments thereof as of the Closing Date); provided, in no event shall any Indebtedness under this Section 6.06(f) be comprised of the issuance by, or guarantee of, any letter of credit facilities, bonds, debentures, notes or similar instruments; (g) Indebtedness under performance guaranties and performance bonds issued in the ordinary course of business and serving as a financial or performance guaranty (other than as a guaranty of Indebtedness for borrowed money); (h) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business; (i) Indebtedness (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other financial institution person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (except j) Indebtedness in an aggregate amount not to exceed $90,000,000 at any time outstanding; provided that for purposes of the foregoing calculation, all attributable Indebtedness in respect of Sale and Lease-Back Transactions of Holdings and its Subsidiaries permitted under Section 6.08 (other than Section 6.08(d)) outstanding and unpaid shall be included, without duplication, in “Indebtedness”; provided further that (i) in no event may any Specified RCF Guarantor incur or permit to exist any Indebtedness under this Section 6.06(j) and (ii) in no event shall any Indebtedness under this Section 6.06(j) be comprised of the issuance by, or guarantee of, any letter of credit facilities, bonds, debentures, notes or similar instruments; (k) Indebtedness in respect of Permitted Accounts Receivable Sales Facilities; provided that the aggregate amount of Indebtedness permitted pursuant to Section 6.06(k) shall not exceed $300,000,000 as of any time outstanding; (l) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Indebtedness permitted above which, in the case of daylight overdraftsany such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, plus an amount equal to all fees, costs and premiums payable in connection with such extension, renewal or replacement; (m) drawn against insufficient funds unsecured Indebtedness incurred by an Eligible Notes Guarantor consisting of guarantees of bonds, debentures, notes or similar instruments evidencing Indebtedness for borrowed money issued by Holdings or any Subsidiary thereof other than a Specified RCF Guarantor; provided that such Indebtedness shall have no recourse to any Specified RCF Guarantor; (n) unsecured indebtedness incurred by one or more of Nxxxxx Drilling, Nabors International, Nabors Lux and Canrig Drilling Technology Canada Ltd. or their successors and assigns consisting of guarantees of bonds, debentures, notes or similar instruments evidencing Indebtedness for borrowed money issued by Holdings or any Subsidiary thereof (such indebtedness, “Pari Passu Guaranteed Notes”) in an aggregate principal amount not to exceed at any time outstanding $1,700,000,000; minus the amount of Revolving Commitments provided hereunder and minus the amount of Reimbursement Obligations then outstanding hereunder; provided that no such guarantees shall be permitted hereunder unless they are at all times subordinated in right to payment to the Obligations pursuant to the Subordination Agreement; (o) Permitted Guaranteed Bilateral Letter of Credit Facilities; (p) Indebtedness incurred (i) in the ordinary course form of business.letters of credit in an aggregate amount not to exceed at any time outstanding the Other Letters of Credit Cap and (ii) in the form of Indebtedness (other than letters of credit) in an aggregate principal amount not to exceed the Other Debt Cap; provided that, in the case of both clauses (i) and (ii), (1) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, (x) such Indebtedness shall be in the form of an incremental facility to this Agreement and (y) the providers of such Indebtedness shall be commercial banks that are Eligible Assignees, (2) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien securing the Obligations, such Indebtedness shall be in the form of a term loan facility and shall also be subject to the execution of a junior lien intercreditor agreement in the form of Exhibit J hereto and (3) if such Indebtedness is secured by a Lien on assets other than the Collateral, such Indebtedness shall be in the form of a term loan facility and/or a letter of credit facility; and (viiq) Indebtedness arising from guarantees which may not be secured by a Lien on property that is Collateral consisting of term loans and advances by third parties or other debt instruments in an aggregate principal amount not to employees and officers exceed at the time of a Subsidiary in determination the ordinary course of business for bona fide business purposes, Permitted Term Debt Cap; provided that the aggregate outstanding principal amount of Consolidated Net Total Assets at such Indebtedness does not at any time must exceed $100,000,000the Closing Date CNTA. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company Guarantor will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (i) The Loans and the Reimbursement ObligationsFundings. (ii) Indebtedness outstanding on the date of this Agreement May 25, 1999, or incurred pursuant to commitments in existence on the date of this AgreementMay 25, 1999. (iii) Indebtedness of any Subsidiary to the Company Guarantor or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided PROVIDED that such Indebtedness existed at the time such Person person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses CLAUSE (i) through (iv) above, provided PROVIDED that any such refunding or refinancing of Indebtedness referred to in clause CLAUSE (ii), (iii) or and (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, business or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided PROVIDED that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company Guarantor or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (i) The Loans and the Reimbursement ObligationsLoans. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement... (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary to create, incur incur, assume or suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Intentionally omitted; (c) Indebtedness outstanding on (including renewals, extensions and refinancings thereof so long as the date principal amount thereof is not increased) in respect of this Agreement capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or incurred pursuant to commitments capital assets within the limitations set forth in existence on clause (a) of the date definition of this Agreement."Purchase Money Liens"; (iiid) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses Swap Contracts entered into (i) through (iv) above, provided that any such refunding or refinancing of to hedge interest rate and/or currency risk with respect to Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary incurred in the ordinary course of business for bona fide and pursuant to prudent and reasonable business purposespractices that are consistent with the business practices of other companies similarly situated, provided (ii) to hedge currency risk with respect to any such payments expected to be received or made pursuant to a contract entered into in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the aggregate outstanding principal amount business practices of such Indebtedness does not at other companies similarly situated (iii) to hedge commodity risk with respect to any time exceed $100,000,000.commodity held, required to be delivered or anticipated to be received in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated or (iv) to hedge shipping, freight or other transportation risk with respect to any obligation to deliver any goods or commodities required to be delivered in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated; (viiie) Intentionally omitted; (f) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of owing to the Company or any a Subsidiary; provided such indebtedness has a tenor of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.less than 365 days; (ixg) Industrial Development Revenue Bonds at Seaboard Foods, Inc. existing on the Closing Date, in an aggregate principal amount not to exceed $35,000,000 at any time; (h) import letters of credit (other than Letters of Credit issued hereunder), in an aggregate undrawn face amount not to exceed $40,000,000 at any time; and (i) Indebtedness arising from Rate Hedging Obligationsof Ingenio v Refineria San Xxxxxx del Tabacal, in an aggregate principal amount not to exceed $80,000,000 at any time; and (j) Indebtedness (including renewals, extensions and refinancings thereof so long as the principal amount thereof is not increased) not otherwise permitted under this Section 7.03; provided, that the aggregate amount of Indebtedness permitted by this clause (j) shall not at any time, when added together with all Indebtedness outstanding pursuant to clause (c) above and all other Priority Indebtedness, exceed 10% of Consolidated Tangible Net Worth determined at such time.

Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary of its Subsidiaries to contract, create, incur incur, assume or suffer permit to exist any Indebtedness, exceptother than: (i) The Loans and the Reimbursement Obligations. (iia) Indebtedness outstanding on the date in respect of this Agreement or current accounts payable and accrued expenses incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or ; (b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings; (c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (e) Indebtedness existing on the Closing Date; (f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty; (g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business; (h) Indebtedness (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other financial institution person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (except i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.aggregate, at any one time outstanding; (viij) Indebtedness arising from guarantees not otherwise permitted under any other clause of loans and advances by third parties to employees and officers this Section 6.06 so long as each Subsidiary of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of Borrower incurring such Indebtedness does not at any time exceed $100,000,000. has delivered to the Administrative Agent (viiiA) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of guaranty in a form and substance reasonably satisfactory to the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. Administrative Agent and (ix) Indebtedness arising from Rate Hedging Obligations.B)

Subsidiary Indebtedness. The Company will not permit any Subsidiary to createCreate, incur incur, assume or suffer to exist any Indebtedness, except: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Indebtedness outstanding on the date Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of this Agreement such Indebtedness is not increased at the time of such refinancing, refunding, renewal or incurred pursuant 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 existence on connection therewith, are no less favorable in any material respect to the date Loan Parties or the Lenders than the terms of this Agreement.any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (iiic) 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; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary.Guarantor; (ive) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereofClosing Date; provided that (i) such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.Subsidiary and (ii) 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 $500,000,000 and 15% of the Net Worth of the Company; (vg) Any refunding Capital Lease Obligations, Synthetic Lease Obligations or refinancing of any Receivables Facility Attributable Indebtedness referred in an aggregate principal amount which, when added to in clauses (i) through (iv) aboveall other Capital Lease Obligations, provided that any such refunding Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or refinancing of Indebtedness referred to in assumed under this clause (iig), (iii) or (iv) does do not increase to exceed the principal amount thereof. (vi) Indebtedness arising from (a) greater of $500,000,000 and 15% of the endorsement Net Worth of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessCompany at any time, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except subject in the case of daylight overdrafts) drawn against insufficient funds any such Indebtedness secured by a Lien, to the limitation set forth in the ordinary course of business.Section 7.01(j); (viih) additional secured or unsecured Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary not otherwise permitted under this Section 7.02 in the ordinary course of business for bona fide business purposesan aggregate principal amount at any time outstanding which, provided that when added to, without duplication, the aggregate outstanding principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such Indebtedness does time, do not at any time exceed the greater of $100,000,000.500,000,000 and 15% of the Net Worth of the Company; (viiii) Indebtedness of intercompany loans made between the Company and a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.two Subsidiaries; and (ixj) Indebtedness arising from Rate Hedging Obligationsany Acquisition Indebtedness.

Subsidiary Indebtedness. The Company will not permit Permit Indebtedness of the Company’s Subsidiaries at any Subsidiary to create, incur or suffer to exist any Indebtedness, time except: (ia) The Loans and Indebtedness under the Reimbursement Obligations.Loan Documents; (iib) Indebtedness outstanding on the date hereof and listed on Schedule 6.5 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of this Agreement such Indebtedness is not increased at the time of such refinancing, refunding, renewal or incurred pursuant 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 in existence on the date of this Agreement.unutilized thereunder; (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (ivc) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.; (vd) Any refunding Indebtedness of the Borrower or refinancing any Subsidiary as an account party in respect of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing commercial letters of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof.credit; (vie) Indebtedness arising from (a) the endorsement in respect of negotiable instruments for deposit or collection or performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar transactions obligations not in connection with money borrowed, in each case provided in the ordinary course of business, or including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (bf) the honoring by Indebtedness (i) resulting from a bank or other financial institution of honoring a check, draft or similar instrument inadvertently (except in the case ordinary course of daylight overdraftsbusiness or (ii) drawn against insufficient funds arising under or in connection with cash management services in the ordinary course of business.; and (viig) Indebtedness arising from guarantees of loans and advances that, when aggregated (without duplication) with Indebtedness permitted to be secured by third parties to employees and officers of a Subsidiary Liens in accordance with Section 6.3(e), does not in the ordinary course aggregate exceed 35% of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. Consolidated Net Worth (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations measured as of the Company or any last day of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiarymost recently ended Fiscal Quarter). (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary, other than any Subsidiary Guarantor, to create, incur or suffer to exist any Indebtedness, except: (ia) The Loans and the Reimbursement ObligationsLoans. (iib) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iiic) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (ivd) (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary and (ii) secured Indebtedness, including Finance Lease Obligations, the Liens with respect to which are permitted by Section 6.9(f). (ve) Any any refunding or refinancing of any Indebtedness referred to in clauses (ia) through (ivd) above, ; provided that any such refunding or refinancing of Indebtedness referred to in clause (iib), (iiic) or (ivd) does not increase the principal amount thereof. (vif) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company, any Subsidiary Borrower or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings. (g) Indebtedness arising from (ai) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (bii) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (viih) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000. (viiii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or SubsidiarySubsidiary or otherwise in the ordinary course of business. (ixj) Indebtedness arising from Rate Hedging Obligations. (k) Contingent Obligations (to the extent permitted by Section 6.11 and without duplication). (l) Indebtedness outstanding under investment grade commercial paper programs. (m) other Indebtedness; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such other Indebtedness of the Subsidiaries does not exceed an amount equal to 3.0% of Consolidated Total Assets at such time. (n) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (o) Indebtedness under the Existing Revolving Loan Documents. The accrual of interest or fees, the accretion of accreted value and the payment of interest or fees in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.10.

Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary of its Subsidiaries to contract, create, incur incur, assume or suffer permit to exist any Indebtedness, exceptother than: (i) The Loans and the Reimbursement Obligations. (iia) Indebtedness outstanding on the date in respect of this Agreement or current accounts payable and accrued expenses incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or ; (b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings; (c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (e) Indebtedness existing on the Closing Date; (f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty; (g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business; (h) Indebtedness (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other financial institution person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (except i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding; (j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and (k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of daylight overdrafts) drawn against insufficient funds in any such extension, refinancing, renewal or replacement, does not increase the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such Indebtedness does not at any time exceed $100,000,000extension, refinancing, renewal or replacement. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary of Parent which is not a Borrower hereunder to create, assume, incur or suffer to exist any Indebtedness, exceptIndebtedness or Contingent Obligations with respect to Indebtedness other than: (i) The Loans and the Reimbursement Obligations. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or Defeased Debt; (b) the honoring secured Indebtedness (including Capital Lease Obligations) and Contingent Obligations which are permitted by a bank Sections 6.4(f) or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.6.4(g); (viic) unsecured Indebtedness arising from guarantees of loans and advances Contingent Obligations which were created, assumed or incurred by third parties such Subsidiary prior to employees its acquisition by Parent and officers of a Subsidiary its Subsidiaries (and not in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount anticipation of such Indebtedness does acquisition) but not at any time exceed $100,000,000.refinancings, renewals or extensions thereof; (viiid) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing and other similar forms of credit enhancement for such Subsidiaries incurred in the ordinary course of their business; (e) Intercompany Debt, provided such Indebtedness is not subject to any obligations Lien (other than Liens in favor of the Company or any of its Subsidiaries incurred or assumed in connection with Administrative Agent and the disposition of any business, property or Subsidiary.Lenders); (ixf) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness arising from Rate Hedging Obligationsof Persons which are the counterparties to any management agreement, development agreement or other similar instruments to which such Management Companies are also party, provided that: (i) the assets of each Management Company issuing any such guarantees shall not exceed 1.0% of Net Tangible Assets at any time; and (ii) the aggregate amount of assets of all Management Companies issuing guarantees permitted by this Section 6.7(f) shall not exceed 5% of Net Tangible Assets at any time; (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness of Persons in which such Joint Venture Holding Companies own equity securities; provided that the other Persons owning such equity securities have also ratably guaranteed such Indebtedness; and (h) other Indebtedness in an aggregate amount not to exceed $50,000,000 at any time outstanding.

Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary of its Subsidiaries to contract, create, incur incur, assume or suffer permit to exist any Indebtedness, exceptother than: (i) The Loans and the Reimbursement Obligations. (iia) Indebtedness outstanding on the date in respect of this Agreement or current accounts payable and accrued expenses incurred pursuant to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or ; (b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings; (c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (e) Indebtedness existing on the Closing Date; (f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty; (g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business; (h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other financial institution person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (except i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding; (j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and (k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of daylight overdrafts) drawn against insufficient funds in any such extension, refinancing, renewal or replacement, does not increase the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such Indebtedness does not at any time exceed $100,000,000extension, refinancing, renewal or replacement. (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur or suffer to exist any Indebtedness, except: (i) The Loans and the Reimbursement ObligationsLoans. (ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement... (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary. (v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000100,000,000 . (viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary. (ix) Indebtedness arising from Rate Hedging Obligations.

Subsidiary Indebtedness. The Company will shall not permit any Subsidiary of its Subsidiaries directly or indirectly to create, incur incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (i) The Loans Indebtedness of the Company and the Reimbursement Obligations.Borrowers under this Agreement and the Subsidiaries under the Subsidiary Guaranty; (ii) Indebtedness outstanding on in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the date of this Agreement or Company, provided such Indebtedness is not incurred pursuant to commitments by the Company in existence on the date violation of this Agreement.; (iii) Indebtedness in respect of any Subsidiary to the Company or any other Subsidiary.obligations secured by Customary Permitted Liens; (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.constituting Contingent Obligations permitted by Section 7.3(e); (v) Any refunding or refinancing of Unsecured Indebtedness arising from loans from (a) any Indebtedness referred Subsidiary to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii)wholly‑owned Subsidiary, (iiib) or the Company to any wholly‑owned Subsidiary, (ivc) does not increase the Xxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount thereof.not to exceed $50,000,000 at any time and (d) any one or more Subsidiary Guarantors to Xxxxxx CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness arising from in respect of Hedging Obligations which are not prohibited under Section 7.3(o); (avii) Indebtedness with respect to surety, appeal and performance bonds and Performance Letters of Credit (under and as defined in this Agreement and the endorsement Revolving Credit Facility) obtained by any of negotiable instruments for deposit or collection or similar transactions the Company’s Subsidiaries in the ordinary course of business; (viii) Indebtedness evidenced by letters of credit, or (b) the honoring by a bank guarantees or other financial institution of a check, draft or similar instrument inadvertently (except instruments in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business. (vii) Indebtedness arising from guarantees of loans and advances by third parties an aggregate face amount not to employees and officers of a Subsidiary exceed at any time $150,000,000 issued in the ordinary course of business for bona fide business purposesto secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or other similar instruments; (a) Permitted Existing Indebtedness and (b) other Indebtedness, in addition to that referred to elsewhere in this Section 7.3(a), incurred by the Company’s Subsidiaries, provided that no Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and provided further that the aggregate outstanding principal amount of such all Indebtedness does incurred by the Company’s Subsidiaries under this clause (ix)(b) shall not at any time exceed $100,000,000.50,000,000; (viiix) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company The Xxxx Group Inc. or any of its Subsidiaries incurred or assumed in connection with existing on the disposition of any business, property or Subsidiary.Transaction Closing Date and permitted under the Transaction Agreement; (ixxi) Indebtedness arising from Rate Hedging Obligationsof the Company and any Subsidiary Guarantor in respect of the Revolving Credit Agreement (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; (xii) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Term Facility (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; and (xiii) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Takeout Financing (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in right of payment (other than pursuant to the terms of the Escrow Agreement (as defined in the Note Purchase Agreement) with respect to the Escrowed Proceeds) and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor.

Subsidiary Indebtedness. The Company will not permit any Subsidiary to createCreate, incur incur, assume or suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (i) The Loans and the Reimbursement Obligations. (iia) Indebtedness outstanding on the date of this Agreement or incurred pursuant ClosingSecond Amendment Effective Date set forth on Schedule 7.03 if any (and, with respect to commitments in existence on the date of this Agreement. (iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary. (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereofsuch Indebtedness, renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness existed is not increased above CHAR1\1710066v1CHAR1\0000000x0 the original principal amount at the time of such Person becomes refinancing, renewal or extension except by an amount equal to a Subsidiary reasonable premium or other reasonable amount paid, and is not created in contemplation of or fees and expenses reasonably incurred, in connection with such Person becoming 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 Subsidiary.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; (vb) Any refunding obligations (contingent or refinancing of otherwise) existing or arising under any Indebtedness referred to in clauses (i) through (iv) aboveSwap Contract, provided that any such refunding obligations are (or refinancing of Indebtedness referred to in clause (ii), (iiiwere) or (iv) does not increase the principal amount thereof. (vi) Indebtedness arising from (a) the endorsement of negotiable instruments entered into by such Person for deposit or collection or similar transactions hedging purposes in the ordinary course of business, and not for purposes of speculation or (b) the honoring by taking a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business.“market view”; (viic) (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 arising from guarantees hereafter incurred (including obligations in respect of loans capital leases and advances Synthetic Lease Obligations) that is secured by third parties to employees fixed assets and officers of a Subsidiary in the ordinary course of business for bona fide business purposesall renewals, refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness does incurred pursuant to this clause (ii) shall not exceed $45,000,000 at any one time exceed $100,000,000.outstanding; (viiid) 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 arising from agreements providing for indemnificationas a result of an Acquisition to the extent, adjustment in each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or customary performance bonds securing any obligations of the Company or any of its Subsidiaries based earn-out payments incurred or assumed in connection with the disposition of any business, property or Subsidiary.an Acquisition; (ixe) Indebtedness, including (i) securities lending transactions, at Regulated Subsidiaries and other 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 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 ordinary course of business and (ii) borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (f) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (g) intercompany Indebtedness permitted under Section 7.02; (h) obligations to purchase or redeem Equity Interests held by current or former partners, officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business; (i) 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 CHAR1\1710066v1CHAR1\0000000x0 time or incurred in connection with a contractual right to receive any such shares in the future; provided that such Indebtedness shall be at customary advance rates and shall not exceed an aggregate principal amount equal to the underlying value of the shares which are the basis for such Indebtedness (the value of such shares to be determined as of the date such Indebtedness is incurred); (j) to the extent that Newmark is a Subsidiary of the Borrower, Indebtedness of Newmark and its Subsidiaries (i) pursuant to the 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 Indebtedness of Newmark and its Subsidiaries to the extent that at the time of (and after giving effect to) the incurrence of such Indebtedness, the Newmark Leverage Ratio does not exceed 2.50:1.00; (k) Indebtedness arising from Rate Hedging Obligationsin 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 principal amount not to exceed the difference of $30,000,000 and, without duplication, any Liens incurred pursuant to Section 7.01(t).