Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (b) intercompany Indebtedness owed by a Subsidiary of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAP; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. The Borrower Company will not permit any of its Subsidiaries Subsidiary Guarantor at any time to contractcreate, createassume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) (i) any Guaranty by any Subsidiary Guarantor of Indebtedness set forth on Schedule 7.5 of the Company outstanding under any Major Credit Facility or any Note Purchase Facility, (and ii) any renewalsother Indebtedness of any Subsidiary Guarantor, refinancings or extensions thereof on terms and conditions no more favorableprovided that, in the aggregatecase of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such creditor than such existing Indebtedness Subsidiary Guarantor and (iii) any Guaranty by any Subsidiary Guarantor in favor of a principal amount not lender or an Affiliate of a lender under a Major Credit Facility in excess respect of that outstanding as obligations under Derivative Instruments or Other Supported Agreements entered into between the Company or any Subsidiary Guarantor and any lender or an Affiliate of the date of such renewal, refinancing or extension)a lender under a Major Credit Facility; (b) intercompany Indebtedness owed by of any Person that becomes a Subsidiary after the date of Closing that (i) is outstanding on the Borrower to date such Person becomes a Subsidiary and (ii) is not incurred, extended or renewed in contemplation of such Person becoming a Subsidiary, provided that such Indebtedness may be refinanced, extended or renewed so long as the Borrower principal amount thereof is not increased and no Default or to one Event of Default shall have occurred and be continuing at the time of such refinancing, extension or more wholly-owned Subsidiaries of the Borrowerrenewal; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary Guarantor owing to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all another Subsidiary Guarantor or a portion of the purchase price of shortWholly-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPOwned Subsidiary; (d) Indebtedness of any Subsidiary Guarantor that is outstanding on the Subsidiaries 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 refinancing, extension or renewal; (excluding intercompany Indebtedness owed e) the Other Supported Obligations, provided that (other than with respect to the Borrower doré purchase agreements referred to in clause (b) of the definition of “Other Supported Agreements”) such Other Supported Obligations are only for purposes of supporting the movement of funds between or to among the Company and one or more wholly-owned Subsidiaries of the Borrower) incurred Subsidiary Guarantors or between or among Subsidiary Guarantors in connection with synthetic leasescash management by the Company and the Subsidiary Guarantors; (f) unsecured Indebtedness incurred by any Subsidiary Guarantor at a time when no Default or Event of Default has occurred and is continuing in respect of letters of credit, tax retention operating leasesletters of guarantee, off-balance sheet loans surety bonds, performance bonds or guarantees and similar off-balance sheet financings types of instruments issued in an aggregate amount not the ordinary course of business or in connection with the Company’s or a Subsidiary Guarantor’s Core Business; but excluding any of the foregoing incurred to exceed $150,000,000 secure or support indebtedness for borrowed money (including, without limitation, by way of overdraft and drafts or orders accepted representing extensions of credit in any two consecutive fiscal yearsrespect of borrowed money); and (eg) other any Indebtedness in 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 Subsidiaries (excluding intercompany Indebtedness owed to Company and the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness 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 (xviig) of the definition of “Permitted Liens”, 10shall not exceed 5% of Consolidated Net Tangible AssetsShareholders’ Equity.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Significant Subsidiary (other than a Project Finance Subsidiary) to contractbe a party to, guarantee, assume, create, incur, assume issue or permit otherwise be liable in any manner in connection with or suffer to exist exist, any Indebtedness, except: Indebtedness or preferred stock other than (ai) Indebtedness set forth on Schedule 7.5 for Borrowed Money and preferred stock which does not exceed at any time outstanding an aggregate amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any renewals, refinancings preferred stock will be the greater of the par value thereof or extensions thereof on terms and conditions no more favorable, the consideration received in the aggregateissuance thereof), to such creditor (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than such existing Indebtedness and in a principal amount not in excess of that outstanding as of Project Finance Subsidiary) after the date of hereof, if such renewalIndebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, refinancing (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or extension); (b) intercompany Indebtedness owed by a any Wholly-Owned Subsidiary of the Borrower to the Borrower or to one or more whollyBorrower, (iv) Non-owned Subsidiaries of the Borrower; Recourse Debt and (cv) Indebtedness of for Borrowed Money existing on the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAP; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leasesdate hereof, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings any refinancing thereof in an aggregate amount not to exceed $150,000,000 in greater than the outstanding amount thereof at the time of such refinancing and any two consecutive fiscal years; and (e) other Indebtedness of preferred stock existing on the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assetsdate hereof.

Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (b) intercompany Indebtedness owed by a Subsidiary of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPGAAP in an aggregate amount not to exceed $225,000,000 in any fiscal year; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, exceed $200,000,000 at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Restricted Subsidiary to contract, create, incur, assume or permit suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in under the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Loan Documents; (b) intercompany Indebtedness owed by a Subsidiary (including renewals, extensions and refinancings thereof so long as the principal amount thereof is not increased) in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in clause (a) of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries definition of the Borrower“Purchase Money Liens”; (c) Swap Contracts entered into (i) to hedge interest rate and/or currency risk with respect to Indebtedness incurred in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the Subsidiaries business practices of other companies similarly situated, (excluding intercompany Indebtedness owed 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 Borrower 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 one 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 more wholly-owned Subsidiaries (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 Borrower) incurred after the Closing Date to provide all or a portion business practices of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPother companies similarly situated; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed a Restricted Subsidiary owing to the Borrower Company or to one or more wholly-owned Subsidiaries a Restricted Subsidiary; provided such indebtedness has a tenor of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal yearsless than 365 days; and (e) other Indebtedness of (including renewals, extensions and refinancings thereof so long as the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount thereof is not to exceed, increased) not otherwise permitted under this Section 7.03; provided that the aggregate amount of Priority Indebtedness shall not at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10exceed 20% of Consolidated Tangible Net Tangible AssetsWorth determined at such time.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Subsidiary to contract, create, incur, assume Incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) Indebtedness set forth on Schedule 7.5 the Obligations and the Obligations (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, as defined in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of Five-Year Agreement) under the date of such renewal, refinancing or extension)Five-Year Agreement; (b) intercompany Indebtedness owed by a Subsidiary existing on the date hereof and set forth on Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the Borrower to the Borrower outstanding principal amount thereof or to one result in an earlier maturity date or more wholly-owned Subsidiaries of the Borrowerdecreased weighted average life thereof; (c) Indebtedness Indebtedness, preferred stock or preferred equity securities of Subsidiaries existing at the time they become Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries and not incurred in contemplation of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPtheir becoming Subsidiaries; (d) Indebtedness (or preferred stock or preferred equity securities) representing the purchase price, or incurred to finance the purchase, of property, plant or equipment acquired after the Subsidiaries date hereof or secured by a Lien on any such property, plant or equipment prior to the acquisition thereof to the extent such Lien attaches only to such property, plant or equipment and improvements and accretions thereto; (excluding intercompany e) Indebtedness owed to the Borrower Company or to one or more wholly-other Subsidiaries (or preferred stock or preferred equity securities; provided that such preferred stock or preferred equity securities are owned Subsidiaries by the Company or one or more Subsidiaries); provided that no Lien on any such Indebtedness (or preferred stock or preferred equity securities) shall be created in favor of any Person other than the BorrowerCompany or a Subsidiary; (f) incurred Indebtedness deemed to exist as a result of Securitization Transactions permitted under clauses (j) and (k) of Section 6.01; (g) Indebtedness in connection with synthetic leasesoverdrafts, tax retention operating leasesin the ordinary course of business, offunder Cash Pooling Arrangements; (h) Indebtedness, preferred stock or other preferred equity securities of any Non-balance sheet loans US Subsidiary, including any extensions, renewals and replacements of any such Indebtedness that do not result in an earlier maturity date or similar off-balance sheet financings decreased weighted average life thereof, in an aggregate amount not to exceed $US$150,000,000 in at any two consecutive fiscal yearstime outstanding; and (ei) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceedthat, at any time outstanding, taken together with the aggregate Indebtedness secured by Liens permitted pursuant to clause under Section 6.01(l), without duplication, does not exceed the greater of US$150,000,000 and (xviiB) of the definition of “Permitted Liens”, 1015% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.05(a) or (b).

Subsidiary Indebtedness. The Borrower Company will not permit any of its Subsidiaries Subsidiary Guarantor at any time to contractcreate, createassume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) (i) any Guaranty by any Subsidiary Guarantor of Indebtedness set forth on Schedule 7.5 of the Company outstanding under any Major Credit Facility or any Note Purchase Facility, (and ii) any renewalsother Indebtedness of any Subsidiary Guarantor, refinancings or extensions thereof on terms and conditions no more favorableprovided that, in the aggregatecase of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such creditor than such existing Indebtedness Subsidiary Guarantor and (iii) any Guaranty by any Subsidiary Guarantor in favor of a principal amount not lender or an Affiliate of a lender under a Major Credit Facility in excess respect of that outstanding as obligations under Derivative Instruments or Other Supported Agreements entered into between the Company or any Subsidiary Guarantor and any lender or an Affiliate of the date of such renewal, refinancing or extension)a lender under a Major Credit Facility; (b) intercompany Indebtedness owed by of any Person that becomes a Subsidiary after the date of Closing that (i) is outstanding on the Borrower to date such Person becomes a Subsidiary and (ii) is not incurred, extended or renewed in contemplation of such Person becoming a Subsidiary, provided that such Indebtedness may be refinanced, extended or renewed so long as the Borrower principal amount thereof is not increased and no Default or to one Event of Default shall have occurred and be continuing at the time of such refinancing, extension or more wholly-owned Subsidiaries of the Borrowerrenewal; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary Guarantor owing to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all another Subsidiary Guarantor or a portion of the purchase price of shortWholly-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPOwned Subsidiary; (d) Indebtedness of any Subsidiary Guarantor that is outstanding on the Subsidiaries 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 refinancing, extension or renewal; (excluding intercompany Indebtedness owed e) the Other Supported Obligations, provided that (other than with respect to the Borrower doré purchase agreements referred to in clause (b) of the definition of "Other Supported Agreements") such Other Supported Obligations are only for purposes of supporting the movement of funds between or to among the Company and one or more wholly-owned Subsidiaries of the Borrower) incurred Subsidiary Guarantors or between or among Subsidiary Guarantors in connection with synthetic leasescash management by the Company and the Subsidiary Guarantors; (f) unsecured Indebtedness incurred by any Subsidiary Guarantor at a time when no Default or Event of Default has occurred and is continuing in respect of letters of credit, tax retention operating leasesletters of guarantee, off-balance sheet loans surety bonds, performance bonds or guarantees and similar off-balance sheet financings types of instruments issued in an aggregate amount not the ordinary course of business or in connection with the Company's or a Subsidiary Guarantor's Core Business; but excluding any of the foregoing incurred to exceed $150,000,000 secure or support indebtedness for borrowed money (including, without limitation, by way of overdraft and drafts or orders accepted representing extensions of credit in any two consecutive fiscal yearsrespect of borrowed money); and (eg) other any Indebtedness in 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 Subsidiaries (excluding intercompany Indebtedness owed to Company and the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness 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 (xviig) of the definition of “Permitted Liens”, 10shall not exceed 5% of Consolidated Net Tangible AssetsShareholders' Equity.

Subsidiary Indebtedness. The Borrower will not Allow or permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any Indebtedness, exceptIndebtedness in an aggregate outstanding principal amount which exceeds 20% of Consolidated Net Worth 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; other than the following: (a) Indebtedness set forth on Schedule 7.5 (and owing to the Company or to any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as other Subsidiary of the date of such renewal, refinancing or extension)Company; (b) intercompany Indebtedness owed by a Subsidiary Guaranties in the ordinary course of business of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries obligations of the Borrowersuppliers, customers, franchisees and licensees of such Subsidiary; (c) Indebtedness incurred by any Subsidiary arising from agreements providing for indemnification, adjustment of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price or similar obligations, or from guaranties or letters of short-lived 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 as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPSubsidiary; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to one any Subsidiary, or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans which may be deemed to exist pursuant to reimbursement or similar off-balance sheet financings in an aggregate amount not indemnification obligations to exceed $150,000,000 in any two consecutive fiscal years; andsuch Person; (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed that may be deemed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted exist pursuant to clause any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (xviif) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit; (g) Indebtedness pursuant to a Permitted Securitization Transaction; (h) Indebtedness outstanding on the definition date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of “Permitted Liens”such Indebtedness is not increased at the time of such refinancing, 10% refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (i) Indebtedness in respect of Consolidated Net Tangible Assets.capital leases, synthetic lease obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(r); and

Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (b) intercompany Indebtedness owed by a Subsidiary of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPGAAP in an aggregate amount not to exceed $100,000,000 in any fiscal year; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, exceed $175,000,000 at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. The Borrower Company will not permit any of its Subsidiaries to contractcreate, createassume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, Indebtedness except: (a) Indebtedness set forth on Schedule 7.5 (and of any renewalsSubsidiary that is a Subsidiary Guarantor at the time of determination, refinancings or extensions thereof on terms and conditions no more favorable, in provided that the aggregate, Company shall have complied at the time of determination with the provisions of Section 9.7 with respect to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Subsidiary Guarantor; (b) intercompany Indebtedness owed by of a Subsidiary outstanding on the date of this Agreement and listed on Schedule 5.15 (other than Indebtedness arising under the Borrower PNC Loan Documents, the 2016 Note Purchase Agreement or the 2019 Note Purchase Agreement) and any renewals, extensions or refundings thereof, provided that (i) the principal amount thereof outstanding after giving effect to such renewal, extension or refunding does not exceed the Borrower principal amount of such Indebtedness outstanding on the date of this Agreement and (ii) the direct or to one or more wholly-owned Subsidiaries of the Borrowerany contingent obligor with respect thereto is not changed; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed owing to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all Company or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPSubsidiary Guarantor; (d) Indebtedness of a Subsidiary outstanding at the Subsidiaries time such Subsidiary becomes a Subsidiary and any renewals, extensions or refundings of such Indebtedness, provided that (excluding intercompany i) such Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) shall not have been incurred in connection with synthetic leasescontemplation of such Subsidiary becoming a Subsidiary, tax retention operating leases(ii) the principal amount of such Indebtedness outstanding immediately after giving effect to any extension, off-balance sheet loans renewal or similar off-balance sheet financings in an aggregate refunding thereof does not exceed the principal amount of such Indebtedness outstanding at the time such Subsidiary became a Subsidiary and (iii) such Indebtedness remains outstanding for a period of not to exceed $150,000,000 in any two consecutive fiscal yearsmore than 365 days from the date such Subsidiary becomes a Subsidiary; (e) [reserved]; and (f) Indebtedness not otherwise permitted by clauses (a) through (e) other Indebtedness above, provided that the sum of (i) the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount of all Indebtedness outstanding pursuant to this clause (f) plus (without duplication) (ii) the aggregate principal amount of all Indebtedness that has the benefit of a Lien under clause (m) of Section 10.5, shall not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant exceed an amount equal to clause (xvii) of the definition of “Permitted Liens”, 1015% of Consolidated Net Tangible AssetsTotal Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders).

Subsidiary Indebtedness. The Borrower will not permit In the case of solely any of its Subsidiaries to contract, Subsidiary create, incur, assume or permit suffer to exist any Indebtedness, except: (ai) Guaranty Obligations with respect to (A) the Obligations and (B) any Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extensionincurred under Section 11.1(b)(ii); (bii) intercompany Indebtedness owed and obligations owing under (A) Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes and (B) Cash Management Agreements entered into between any Subsidiary and any Lender or an Affiliate of a Lender, as counterparty; (iii) Indebtedness existing on the Closing Date and listed on Schedule 11.1, and any refinancings, refundings, renewals or extensions thereof; provided that (A) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a Subsidiary 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, (B) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (C) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (1) on subordination terms at least as favorable to the Lenders, (2) no more restrictive on the Borrower and its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (3) in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (iv) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount, when aggregated with the aggregate principal amount of Indebtedness of the Borrower incurred pursuant to Section 11.1(a)(iv), not to exceed $75,000,000 at any time outstanding; (v) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 11.3, to the extent that (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (B) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate outstanding principal amount of such Indebtedness, when aggregated with the aggregate principal amount of Indebtedness of the Borrower incurred pursuant to Section 11.1(a)(xiii), does not exceed $30,000,000 at any time outstanding; (vi) unsecured intercompany Indebtedness (A) owed by any Domestic Subsidiary to the Borrower or another Domestic Subsidiary, (B) owed by any Foreign Subsidiary to one or more wholly-owned Subsidiaries of the Borrower; another Foreign Subsidiary, (cC) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed by any Foreign Subsidiary to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAP; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) Domestic Subsidiary in an aggregate principal amount not to exceedexceed $75,000,000 at any time outstanding or (D) owed by any Domestic Subsidiary to any Foreign Subsidiary (provided, that such Indebtedness pursuant to this clause (vi) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent); (vii) Guaranty Obligations of Subsidiaries with respect to Indebtedness of the Borrower permitted pursuant to clause (a) of this Section; provided that such Subsidiaries shall have guaranteed the Obligations pursuant to the Loan Documents; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (ix) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (x) Indebtedness of Fossil Partners, Fossil Group Europe GmbH, Fossil Asia Pacific Ltd. and/or any other Foreign Subsidiary under the Commercial Letter of Credit Facility not to exceed $150,000,000 in aggregate principal amount at any time outstanding, together and Guaranty Obligations of any Domestic Subsidiary with Indebtedness secured respect to such Indebtedness; (xi) unsecured Guaranty Obligations arising with respect to customary indemnification obligations owed to purchasers in connection with Asset Dispositions permitted by Liens Section 11.5; and (xii) additional Priority Debt permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assetsunder Section 11.15.

Subsidiary Indebtedness. The No Subsidiary of Borrower will not permit incur any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Obligations; (b) intercompany Guaranties by Guarantors of, and the incurrence of obligations by Guarantors as a co-obligor on (as distinguished from, and in addition to incurring such obligation as, a guarantor of), Indebtedness owed by a Subsidiary (i) arising under the US/Canada Credit Agreement, or (ii) of the Borrower to the Borrower or to one any other Restricted Person, the incurrence of which did not result in a Default or more wholly-owned Subsidiaries an Event of the BorrowerDefault; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed i) PMC (Nova Scotia) Company and Plains Midstream Canada pursuant to the Borrower or US/Canada Credit Agreement, and (ii) Plains Marketing pursuant to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPHedged Inventory Credit Agreement; (d) Indebtedness of any Restricted Person owing to another Restricted Person; (e) Indebtedness of any Subsidiary described in clause (b) of the Subsidiaries (excluding intercompany definition of “Indebtedness” that is determinable but not yet earned; provided, Borrower reasonably contemplates that such Indebtedness owed to will be repaid from the Borrower or to proceeds of one or more wholly-owned Subsidiaries advances made by Borrower to such Subsidiary; (f) Indebtedness of a Subsidiary acquired (including acquisition by merger, consolidation or amalgamation) after the Borrower) date hereof by a Restricted Person, which Indebtedness was incurred by such Subsidiary before the time of such acquisition, merger, consolidation or amalgamation, and was not created in connection contemplation thereof; provided, that contemporaneously with synthetic leasessuch acquisition, merger, consolidation or amalgamation, and so long as no adverse tax retention operating leasesand/or regulatory consequences are caused thereby, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not such Subsidiary shall be a Guarantor subject to exceed $150,000,000 in any two consecutive fiscal yearsthe provisions of Section 6.9; and (eg) other Indebtedness of not otherwise described in the Subsidiaries foregoing clauses (excluding intercompany Indebtedness owed to the Borrower or to a) through (f) owing by any one or more wholly-owned Subsidiaries of the Borrower) Guarantors in an aggregate principal amount not to exceed, exceed at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause outstanding the greater of (xviiA) $100,000,000 and (B) fifteen percent (15%) of the definition of “Permitted Liens”, 10% of Consolidated Tangible Net Tangible AssetsWorth.

Subsidiary Indebtedness. The Borrower will Permit any Subsidiary that is not permit any of its Subsidiaries a Subsidiary Guarantor to contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02(a) and additional Indebtedness incurred after the Closing Date under the revolving credit arrangements listed on Schedule 7.02(a) in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth on such Schedule 7.5 (and any renewalsreplacements, refinancings refinancings, refundings, renewals or extensions thereof on terms and conditions no more favorable, in thereof; provided that the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewalIndebtedness is not increased at the time of such replacement, refinancing refinancing, refunding, renewal or extension)extension above the commitments or limits set forth on such Schedule and the maturity thereof is not shortened to a date earlier than the maturity thereof set forth on such Schedule; (b) intercompany Indebtedness owed by a Subsidiary of the Borrower on or prior to the Borrower or to one or more wholly-owned date that is ten (10) Business Days after the Acquisition Closing Date, Indebtedness of Target and its Subsidiaries of outstanding on the BorrowerClosing Date and listed on Schedule 7.02(b); (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPany other Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries (excluding intercompany that are not Subsidiary Guarantors in respect of Indebtedness owed to of the Borrower or to one or more wholly-owned Subsidiaries of any Subsidiary Guarantor shall not exceed, at any time outstanding, $50,000,000 in the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal yearsaggregate; and (e) other Indebtedness of the all Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrowerother than any Subsidiary Guarantor) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of the total book value of the Consolidated Net Total Tangible AssetsAssets of the Borrower and its Subsidiaries.

Subsidiary Indebtedness. The Borrower will Company shall not permit any of its Subsidiaries to contractRestricted Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Company under the Loan Documents; (b) intercompany Indebtedness owed by a Subsidiary of outstanding on the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the BorrowerEffective Date and any Permitted Refinancing thereof; (c) Guarantees by a Restricted Subsidiary in respect of Indebtedness of another Restricted Company otherwise permitted hereunder (including, for the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries avoidance of doubt, unsecured Guarantees in respect of the Borrower) incurred after the Closing Date to provide all or a portion obligations of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPSecuritization Vehicle under a Securitization Financing permitted by Section 7.03(r)); (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in a Restricted Subsidiary that constitutes an aggregate amount Investment not to exceed $150,000,000 in any two consecutive fiscal years; andprohibited by Section 7.02; (e) other Indebtedness of the any Restricted Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, outstanding (together with the outstanding principal amount of Indebtedness and other obligations secured in reliance on Section 7.01(x), but without duplication thereof) that does not exceed the greater of (i) $500,000,000 and (ii) 15% of Consolidated Shareholders’ Equity; (f) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing of any such Indebtedness; (g) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (h) Indebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.05; (i) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; (j) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (k) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, in each case, in the ordinary course of business; (m) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (n) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (o) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (p) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (q) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions; (r) (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Vehicle (a “Securitization Financing”); provided that (A) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time encumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any Restricted Subsidiary of the obligations of the Securitization Vehicle under a Securitization Financing; (s) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), 7.01(q) or 7.01(s); (t) Indebtedness secured by Xxxxx permitted pursuant to clause Section 7.01(v); and (xviiu) of the definition of “Permitted Liens”all premiums (if any), 10% of Consolidated Net Tangible Assetsinterest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Subsidiary (including any Designated Borrower) to contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness of the Designated Borrowers under the Loan Documents; (b) Indebtedness (including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Closing Date and listed on Schedule 7.02 and additional Indebtedness incurred after the Closing Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth on such Schedule 7.5 (and any renewalsreplacements, refinancings refinancings, refundings, renewals or extensions thereof thereof; provided that the principal amount of such Indebtedness is not increased at the time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on terms such Schedule; and conditions no more favorableprovided, in the aggregatefurther, to the extent any change occurs between the Closing Date and the date of consummation of the Acquisition solely with respect to Indebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as in effect on the date hereof) which would make the contents of such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding Schedule 7.02 incomplete as of the date of such renewal, refinancing or extension); (b) intercompany Indebtedness owed by a Subsidiary consummation of the Borrower Acquisition as a result thereof, the Company may deliver to the Borrower Administrative Agent an updated version of such Schedule on or prior to one or more wholly-owned Subsidiaries the date of consummation of the BorrowerAcquisition to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Closing Date without any requirement for any amendment or any consent by the Administrative Agent or any Lender; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPany other Subsidiary; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed Target at the time the Acquisition is consummated pursuant to the Borrower or to one or more wholly-owned Subsidiaries Acquisition Agreement and the Target becomes a Subsidiary of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings Company in an aggregate principal amount not to exceed $150,000,000 2.1 billion and any replacement, refinancings, refundings, renewals or extension thereof; provided that the principal amount of such Indebtedness is not increased at the time of such replacement, refinancing, refunding, renewal or extension; (e) Guarantees by any Subsidiary in respect of Indebtedness of the Company or any two consecutive fiscal yearsother Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of Indebtedness of the Company shall not exceed, at any time outstanding, $50,000,000 in the aggregate; (f) Indebtedness of one or more Subsidiaries under (i) the Term Loan Facility in an aggregate principal amount not to exceed $3.0 billion; and (ii) the Bridge Loan Facility in an aggregate principal amount not to exceed $7.5 billion; and (eg) other Indebtedness of the all Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of the total book value of the Consolidated Net Total Tangible AssetsAssets of the Company and its Subsidiaries.

Subsidiary Indebtedness. The Borrower Corporation will not permit any of its Subsidiaries to contract, create, incur, assume or permit suffer to exist any Unsecured Indebtedness for borrowed money or any Contingent Obligations in respect of such Indebtedness, except: (ai) Indebtedness set forth incurred pursuant to this Agreement and the other Credit Documents; (ii) Contingent Obligations of Sheraton (to the extent Sheraton remains a Guarantor) representing guaranties of Unsecured Indebtedness for borrowed money incurred by the Corporation after the Effective Date; (iii) Scheduled Existing Indebtedness outstanding on the Initial Borrowing Date and listed on Schedule 7.5 7.17, including any subsequent extension, renewal or refinancing thereof ("REFINANCING INDEBTEDNESS"), PROVIDED that (I) the principal amount (or accreted value, if applicable) of such Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, renewed or refinanced (except to the extent any such incremental Refinancing Indebtedness is independently justified under (and applied as a utilization of the basket described in) Section 9.04(v) below); (II) such Refinancing Indebtedness has a weighted average life to maturity greater than or equal to the weighted average life to maturity of the Indebtedness so extended, renewed or refinanced; (III) if the Indebtedness being extended, renewed or refinanced is subordinated in right of payment to the Obligations under this Agreement, such Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, renewed or -70- refinanced; (IV) if the Indebtedness being extended, renewed or refinanced is Non-Recourse Indebtedness, the Refinancing Indebtedness shall be Non-Recourse Indebtedness; (V) no Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being extended, renewed or refinanced ; and (VI) any Scheduled Existing Indebtedness constituting Intercompany Existing Indebtedness (and any renewalsRefinancing Indebtedness in respect thereof) owing (or incurred) by a Credit Party shall at all times be subject to the provisions of the Subordination Agreement as, refinancings and to the extent, required thereby; (iv) any Subsidiary of the Corporation may incur intercompany loans from the Corporation or extensions thereof on terms any other Subsidiary of the Corporation; PROVIDED that (x) any Subsidiary of the Corporation making any intercompany loan to any Credit Party pursuant to this clause (iv) shall have entered into the Subordination Agreement and conditions no more favorable(y) any intercompany loan incurred by a Credit Party pursuant to this clause (iv) shall at all times be subject to the provisions of the Subordination Agreement as, and to the extent, required thereby; and (v) such additional Indebtedness not otherwise permitted pursuant to preceding clauses (i), (ii), (iii) and (iv) (such Indebtedness permitted by this clause (v), the "ADDITIONAL UNSECURED SUBSIDIARY INDEBTEDNESS"), so long as the sum of: (x) the aggregate outstanding amount of such Additional Unsecured Subsidiary Indebtedness (without duplication of any Contingent Obligation in respect of primary obligations constituting Additional Unsecured Subsidiary Indebtedness), PLUS (y) the aggregateaggregate amount of the SVO Debt (if any) which is recourse to the Corporation or any of its Subsidiaries (other than Starwood Vacation and its Subsidiaries), to such creditor than such existing Indebtedness and in a PLUS (z) the aggregate outstanding principal amount of Indebtedness secured by Liens incurred in reliance on Section 9.01(xv), does not in excess exceed 5% of that outstanding Consolidated Net Tangible Assets (determined as of the date of the most recent incurrence of such renewalIndebtedness or Liens (or any increase thereof) by reference to the then most recent date for which the Corporation has delivered (or was required to deliver, refinancing if such delivery has not been made) its financial statements under Section 8.01(a) or extension); (b), as applicable) intercompany Indebtedness owed by a Subsidiary of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAP; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assetstime.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Subsidiary (including any Designated Borrower) to contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Designated Borrowers under the Loan Documents; (b) intercompany Indebtedness owed by a Subsidiary (including Indebtedness of the Borrower Target or the Target’s Subsidiaries) outstanding on the Closing Date and listed on Schedule 7.02 and additional Indebtedness incurred after the Closing Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth on such Schedule and any replacements, refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the Borrower extent any change occurs between the Closing Date and the Acquisition Closing Date solely with respect to Indebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to one or more wholly-owned Subsidiaries the terms of the BorrowerAcquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Acquisition Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Acquisition Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Closing Date without any requirement for any amendment or any consent by the Administrative Agent or any Lender; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPany other Subsidiary; (d) [Intentionally Omitted]; (e) Guarantees by any Subsidiary in respect of Indebtedness of the Company or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of Indebtedness of the Company shall not exceed, at any time outstanding, $50,000,000 in the aggregate; (excluding intercompany f) Indebtedness owed to the Borrower or to of one or more wholly-owned Subsidiaries of under the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings Term Loan Facility in an aggregate principal amount not to exceed $150,000,000 2.0 billion (provided that solely to the extent the Term Loan Facility is increased pursuant to the incremental provisions thereof and such amounts are utilized as permanent financing for the Acquisition in lieu of permanent securities, such amount shall instead be $2.0 billion plus the amount of such incremental facilities, which in an aggregate amount shall not exceed $4.0 billion); (g) Indebtedness of one or more Subsidiaries in respect of European commercial paper of such Subsidiaries in an aggregate principal amount, when aggregated with the outstanding principal amount of any two consecutive fiscal yearsobligations outstanding under the Loan Documents, does not to exceed $2.5 billion in the aggregate; and (eh) other Indebtedness of the all Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of the total book value of the Consolidated Net Total Tangible AssetsAssets of the Company and its Subsidiaries.

Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (b) intercompany Indebtedness owed by a Subsidiary of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPGAAP in an aggregate amount not to exceed $175,000,000 in any fiscal year; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, exceed $200,000,000 at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. The Borrower Borrowers will not permit any of its their Restricted Subsidiaries (other than the Borrowers and the Guarantors) to contract, create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (aA) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date Closing Date in respect of such renewal, refinancing or extension); (b) intercompany Indebtedness owed by a Subsidiary of the Borrower to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower; (c) industrial development bonds and Indebtedness of the Foreign Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAP; (d) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under clause (A) above; (b) Indebtedness of any two consecutive fiscal yearsRestricted Subsidiary owing to the Parent Borrower or any Restricted Subsidiary; (c) other Indebtedness (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to giving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness and obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent Borrower or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction to the extent such obligations constitute Indebtedness and (ii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness in respect thereof incurred under this subsection (f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (h) Indebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; and (ei) Indebtedness created under the 2015 Credit Agreement or any other Credit Document (as defined therein) and (ii) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower under this Agreement or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible AssetsCredit Document.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Subsidiary (including any Designated Borrower) to contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Designated Borrowers under the Loan Documents; (b) intercompany Indebtedness owed by a Subsidiary (including Indebtedness of the Borrower Target or the Target’s Subsidiaries) outstanding on the Closing Date and listed on Schedule 7.02 and additional Indebtedness incurred after the Closing Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and set forth on such Schedule and any replacements, refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the Borrower extent any change occurs between the Closing Date and the Acquisition Closing Date solely with respect to Indebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to one or more wholly-owned Subsidiaries the terms of the BorrowerAcquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Acquisition Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Acquisition Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Closing Date without any requirement for any amendment or any consent by the Administrative Agent or any Lender; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPany other Subsidiary; (d) [Intentionally Omitted]; (e) Guarantees by any Subsidiary in respect of Indebtedness of the Company or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of Indebtedness of the Company shall not exceed, at any time outstanding, $50,000,000 in the aggregate; (excluding intercompany f) Indebtedness owed to the Borrower or to of one or more wholly-owned Subsidiaries of under the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings Term Loan Facility in an aggregate principal amount not to exceed $150,000,000 2.0 billion (provided that solely to the extent the Term Loan Facility is increased pursuant to the incremental provisions thereof and such amounts are utilized as permanent financing for the Acquisition in lieu of permanent securities, such amount shall instead be $2.0 billion plus the amount of such incremental facilities, which in an aggregate amount shall not exceed $4.0 billion); (g) Indebtedness of one or more Subsidiaries in respect of European commercial paper of such Subsidiaries in an aggregate principal amount, when aggregated with the outstanding principal amount of any two consecutive fiscal yearsobligations outstanding under the Loan Documents, does not to exceed $2.5 billion in the aggregate; and (eh) other Indebtedness of the all Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with 10% of the total book value of the Consolidated Total Tangible Assets of the Company and its Subsidiaries. (r) (i) Liens on fixed or capital assets (including real property) to secure the payment of all or any part of the cost of acquisition, construction, development or improvement of such assets, or to secure Indebtedness incurred to provide funds for any such purpose; provided that (i) the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later than 12 months after the completion of the acquisition, construction, development or improvement of such assets, (ii) the Indebtedness secured by such Lien does not exceed the cost of such acquisition, construction, development or improvement of such assets (other than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and premium and fees, if any, on the Indebtedness so secured)), and (iii) such Lien shall not apply to any other property of the Company or any Subsidiary, except for accessions and improvements to such fixed or capital assets covered by such Lien and the proceeds and products thereof and (ii) the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby) provided that no such replacement, extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien except as would have been originally permitted to be secured by the Lien or Indebtedness being replaced, extended or renewed pursuant to clause the preceding subclause (xviiiii) or (B) increase the aggregate principal amount (or, as applicable, the committed amount) of Indebtedness secured by such Lien (other than by an amount equal to the definition fees and expenses of “Permitted Liens”such replacement, extension or renewal); and (s) other Liens securing Indebtedness in an aggregate principal amount not to exceed, at the time of and after giving effect to the incurrence of such Indebtedness, 10% of the book value of the Consolidated Net Total Tangible AssetsAssets of the Company and its Subsidiaries; provided the Company and its Subsidiaries shall be permitted to grant Liens securing Indebtedness in aggregate principal amount in excess of such threshold in connection with the replacement, extension or renewal of any such Indebtedness previously incurred pursuant to this clause (s) so long as the aggregate principal amount of such Indebtedness as so replaced, extended or renewed does not exceed the amount outstanding immediately prior to such replacement, extension or renewal except by an amount equal to the fees and expenses of such replacement, extension or renewal.

Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit to exist any IndebtednessIndebtedness or permit to exist any preferred stock or other preferred equity interests, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)under this Agreement; (b) intercompany Indebtedness, preferred stock or other preferred equity interests existing on the date hereof and set forth on Schedule 6.01 and extensions, renewals or replacements of any such Indebtedness owed that do not increase the outstanding principal amount thereof (other than by a Subsidiary the amount of the Borrower to the Borrower any fees, original issue discount, costs and expenses in connection with such extension, renewal or to one or more wholly-owned Subsidiaries of the Borrowerreplacement and any accrued interest on such Indebtedness); (c) Indebtedness Indebtedness, preferred stock or preferred equity interests of Subsidiaries existing at the time they become Subsidiaries (excluding intercompany Indebtedness owed to or, in the case of any Indebtedness, merged or consolidated with or into the Borrower or to one or more wholly-owned Subsidiaries of the Borrowerany Subsidiary) incurred after the Closing Date to provide all date hereof and not incurred or a portion issued or sold in contemplation of their becoming Subsidiaries (or such merger or consolidation) and extensions, renewals and replacements of any such Indebtedness that do not increase the purchase price outstanding principal amount thereof (other than by the amount of short-lived assets (any fees, original issue discount, costs and expenses in connection with such as trucks extension, renewal or replacement and computer equipment) which may be treated as Capital Leases in accordance with GAAPany accrued interest on such Indebtedness); (d) Indebtedness of any Subsidiary incurred to finance the Subsidiaries acquisition, construction or improvement by such Subsidiary of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (excluding intercompany other than by the amount of any fees, original issue discount, costs and expenses in connection with such extension, renewal or replacement and any accrued interest on such Indebtedness); (e) Indebtedness owed of any Subsidiary to the Borrower or any other Subsidiary, or any preferred stock or other preferred equity interests of any Subsidiary held by the Borrower or any other Subsidiary; provided that no such Indebtedness, preferred stock or other preferred equity interests shall be assigned to, or subjected to one any Lien in favor of, a Person other than the Borrower or more wholly-owned Subsidiaries a Subsidiary; (f) Indebtedness of any Subsidiary as an account party in respect of letters of credit or letters of guarantee, in each case backing obligations that do not constitute Indebtedness of any Subsidiary; (g) Indebtedness consisting of industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (h) other Indebtedness and preferred stock and other preferred equity interests; provided that the sum, without duplication, of (i) the aggregate principal amount of the Borroweroutstanding Indebtedness, and the aggregate liquidation preference value of the outstanding preferred stock and other preferred equity interests, permitted by this clause (h), (ii) incurred the aggregate principal amount of the outstanding Indebtedness secured by Liens (including Liens deemed to exist in connection with synthetic leasesSecuritization Transactions) permitted by Section 6.02(j) and (iii) the Attributable Debt in respect of Sale-Leaseback Transactions permitted by Section 6.03(b) does not at any time exceed the greater of (A) US$400,000,000 and (B) 10% of Consolidated Stockholders’ Equity; provided further that no Subsidiary will be permitted under this clause (h) to provide a Guarantee in respect of the Term Loan Credit Agreement unless, tax retention operating leasessubstantially concurrently therewith, off-balance sheet loans or similar off-balance sheet financings such Subsidiary also provides a Guarantee in an aggregate amount not respect of the Obligations on terms that are no less favorable to exceed $150,000,000 the Lenders than the terms of such Guarantee in any two consecutive fiscal yearsrespect of the Term Loan Credit Agreement; and (ei) other Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assetsincurrence thereof.

Subsidiary Indebtedness. The Borrower will Permit any Subsidiary that is not permit any of its Subsidiaries a Subsidiary Guarantor to contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness outstanding on the Effective Date and listed on Schedule 7.02(a) and additional Indebtedness incurred after the Effective Date under the revolving credit arrangements listed on Schedule 7.02(a) in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the Effective Date and set forth on such Schedule 7.5 (and any renewalsreplacements, refinancings refinancings, refundings, renewals or extensions thereof on terms and conditions no more favorable, in thereof; provided that the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewalIndebtedness is not increased at the time of such replacement, refinancing refinancing, refunding, renewal or extension)extension above the commitments or limits set forth on such Schedule and the maturity thereof is not shortened to a date earlier than the maturity thereof set forth on such Schedule; (b) intercompany Indebtedness owed by a Subsidiary of the Borrower on or prior to the Borrower or to one or more wholly-owned date that is ten (10) Business Days after the Closing Date, 2011, Indebtedness of Target and its Subsidiaries of outstanding on the BorrowerEffective Date and listed on Schedule 7.02(b); (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPany other Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries (excluding intercompany that are not Subsidiary Guarantors in respect of Indebtedness owed to of the Borrower or to one or more wholly-owned Subsidiaries of any Subsidiary Guarantor shall not exceed, at any time outstanding, $50,000,000 in the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal yearsaggregate; and (e) other Indebtedness of the all Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrowerother than any Subsidiary Guarantor) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of the total book value of the Consolidated Net Total Tangible AssetsAssets of the Borrower and its Subsidiaries.

Subsidiary Indebtedness. The Borrower Company will not permit any of its Subsidiaries Subsidiary Guarantor at any time to contractcreate, createassume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) (i) any Guaranty by any Subsidiary Guarantor of Indebtedness set forth on Schedule 7.5 of the Company outstanding under any Major Credit Facility, (and ii) any renewalsother Indebtedness of any Subsidiary Guarantor, refinancings or extensions thereof on terms and conditions no more favorableprovided that, in the aggregatecase of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such creditor than such existing Indebtedness Subsidiary Guarantor and (iii) any Guaranty by any Subsidiary Guarantor in favor of a principal amount not lender or an Affiliate of a lender under a Major Credit Facility in excess respect of that outstanding as obligations under Derivative Instruments or Other Supported Agreements entered into between the Company or any Subsidiary Guarantor and any lender or an Affiliate of the date of such renewal, refinancing or extension)a lender under a Major Credit Facility; (b) intercompany Indebtedness owed by of any Person that becomes a Subsidiary after the date of Closing that (i) is outstanding on the Borrower to date such Person becomes a Subsidiary and (ii) is not incurred, extended or renewed in contemplation of such Person becoming a Subsidiary, provided that such Indebtedness may be refinanced, extended or renewed so long as the Borrower principal amount thereof is not increased and no Default or to one Event of Default shall have occurred and be continuing at the time of such refinancing, extension or more wholly-owned Subsidiaries of the Borrowerrenewal; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Subsidiary Guarantor owing to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all another Subsidiary Guarantor or a portion of the purchase price of shortWholly-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPOwned Subsidiary; (d) Indebtedness of any Subsidiary Guarantor that is outstanding on the Subsidiaries 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 refinancing, extension or renewal; (excluding intercompany Indebtedness owed e) the Other Supported Obligations, provided that (other than with respect to the Borrower doré purchase agreements referred to in clause (b) of the definition of “Other Supported Agreements”) such Other Supported Obligations are only for purposes of supporting the movement of funds between or to among the Company and one or more wholly-owned Subsidiaries of the Borrower) incurred Subsidiary Guarantors or between or among Subsidiary Guarantors in connection with synthetic leasescash management by the Company and the Subsidiary Guarantors; (f) unsecured Indebtedness incurred by any Subsidiary Guarantor at a time when no Default or Event of Default has occurred and is continuing in respect of letters of credit, tax retention operating leasesletters of guarantee, off-balance sheet loans surety bonds, performance bonds or guarantees and similar off-balance sheet financings types of instruments issued in an aggregate amount not the ordinary course of business or in connection with the Company’s or a Subsidiary Guarantor’s Core Business; but excluding any of the foregoing incurred to exceed $150,000,000 secure or support indebtedness for borrowed money (including, without limitation, by way of overdraft and drafts or orders accepted representing extensions of credit in any two consecutive fiscal yearsrespect of borrowed money); and (eg) other any Indebtedness in 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 Subsidiaries (excluding intercompany Indebtedness owed to Company and the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness 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 (xviig) of the definition of “Permitted Liens”, 10shall not exceed 5% of Consolidated Net Tangible AssetsShareholders’ Equity.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries Subsidiary (other than the Company or ASII) to contract, create, incur, assume Incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Obligations; (b) intercompany Indebtedness owed by a Subsidiary existing on the date hereof and set forth on Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the Borrower to the Borrower outstanding principal amount thereof or to one result in an earlier maturity date or more wholly-owned Subsidiaries of the Borrowerdecreased weighted average life thereof; (c) Indebtedness Indebtedness, preferred stock or preferred equity securities of Subsidiaries existing at the time they become Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries and not incurred in contemplation of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPtheir becoming Subsidiaries; (d) Indebtedness (or preferred stock or preferred equity securities) representing the purchase price, or incurred to finance the purchase, of property, plant or equipment acquired after the Subsidiaries date hereof or secured by a Lien on any such property, plant or equipment prior to the acquisition thereof to the extent such Lien attaches only to such property, plant or equipment and improvements and accretions thereto; (excluding intercompany e) Indebtedness owed to the Borrower Holdings or to one or more wholly-other Subsidiaries (or preferred stock or preferred equity securities; provided that such preferred stock or preferred equity securities are owned Subsidiaries by Holdings or one or more Subsidiaries); provided that no Lien on any such Indebtedness (or preferred stock or preferred equity securities) shall be created in favor of the Borrowerany person other than Holdings or a Subsidiary; (f) incurred Indebtedness deemed to exist as a result of Securitization Transactions permitted under clauses (j) and (k) of Section 6.01; (g) Indebtedness in connection with synthetic leasesoverdrafts, tax retention operating leasesin the ordinary course of business, offunder Cash Pooling Arrangements; (h) Indebtedness, preferred stock or other preferred equity securities of any Non-balance sheet loans US Subsidiary, including any extensions, renewals and replacements of any such Indebtedness that do not result in an earlier maturity date or similar off-balance sheet financings decreased weighted average life thereof, in an aggregate amount not to exceed $150,000,000 in 250,000,000 at any two consecutive fiscal yearstime outstanding; and (ei) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceedthat, at any time outstanding, taken together with the aggregate Indebtedness secured by Liens permitted pursuant to clause (xvii) under Section 6.01(k), does not exceed the greater of the definition of “Permitted Liens”, 10US$250,000,000 and 15% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b).

Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit to exist any IndebtednessIndebtedness or permit to exist any preferred stock or other preferred equity interests, except: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)under this Agreement; (b) intercompany Indebtedness, preferred stock or other preferred equity interests existing on the date hereof and set forth on Schedule 6.01 and extensions, renewals or replacements of any such Indebtedness owed that do not increase the outstanding principal amount thereof (other than by a Subsidiary the amount of the Borrower to the Borrower any fees, original issue discount, costs and expenses in connection with such extension, renewal or to one or more wholly-owned Subsidiaries of the Borrowerreplacement and any accrued interest on such Indebtedness); (c) Indebtedness Indebtedness, preferred stock or preferred equity interests of Subsidiaries existing at the time they become Subsidiaries (excluding intercompany Indebtedness owed to or, in the case of any Indebtedness, merged or consolidated with or into the Borrower or to one or more wholly-owned Subsidiaries of the Borrowerany Subsidiary) incurred after the Closing Date to provide all date hereof and not incurred or a portion issued or sold in contemplation of their becoming Subsidiaries (or such merger or consolidation) and extensions, renewals and replacements of any such Indebtedness that do not increase the purchase price outstanding principal amount thereof (other than by the amount of short-lived assets (any fees, original issue discount, costs and expenses in connection with such as trucks extension, renewal or replacement and computer equipment) which may be treated as Capital Leases in accordance with GAAPany accrued interest on such Indebtedness); (d) Indebtedness of any Subsidiary incurred to finance the Subsidiaries acquisition, construction or improvement by such Subsidiary of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (excluding intercompany other than by the amount of any fees, original issue discount, costs and expenses in connection with such extension, renewal or replacement and any accrued interest on such Indebtedness); (e) Indebtedness owed of any Subsidiary to the Borrower or any other Subsidiary, or any preferred stock or other preferred equity interests of any Subsidiary held by the Borrower or any other Subsidiary; provided that no such Indebtedness, preferred stock or other preferred equity interests shall be assigned to, or subjected to one any Lien in favor of, a Person other than the Borrower or more wholly-owned Subsidiaries a Subsidiary; (f) Indebtedness of any Subsidiary as an account party in respect of letters of credit or letters of guarantee, in each case backing obligations that do not constitute Indebtedness of any Subsidiary; (g) Indebtedness consisting of industrial development, pollution control or other revenue bonds or similar instruments issued or guaranteed by any Governmental Authority; (h) other Indebtedness and preferred stock and other preferred equity interests; provided that the sum, without duplication, of (i) the aggregate principal amount of the Borroweroutstanding Indebtedness, and the aggregate liquidation preference value of the outstanding preferred stock and other preferred equity interests, permitted by this clause (h), (ii) incurred the aggregate principal amount of the outstanding Indebtedness secured by Liens (including Liens deemed to exist in connection with synthetic leasesSecuritization Transactions) permitted by Section 6.02(j) and (iii) the Attributable Debt in respect of Sale-Leaseback Transactions permitted by Section 6.03(b) does not at any time exceed the greater of (A) US$400,000,000 and (B) 10% of Consolidated Stockholders’ Equity; provided further that no Subsidiary will be permitted under this clause (h) to provide a Guarantee in respect of the Revolving Credit Agreement unless, tax retention operating leasessubstantially concurrently therewith, off-balance sheet loans or similar off-balance sheet financings such Subsidiary also provides a Guarantee in an aggregate amount not respect of the Obligations on terms that are no less favorable to exceed $150,000,000 the Lenders than the terms of such Guarantee in any two consecutive fiscal yearsrespect of the Revolving Credit Agreement; and (ei) other Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assetsincurrence thereof.

Subsidiary Indebtedness. The Borrower Company will not permit any of its Restricted Subsidiaries to to, contract, create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept the Company may permit the following Indebtedness to be incurred: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in evidenced by the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Subsidiary Guaranties; (b) intercompany unsecured Indebtedness owed by of a Restricted Subsidiary of the Borrower owing to the Borrower Company or to one or more wholly-owned Subsidiaries of the Borroweranother Restricted Subsidiary; (c) Contingent Obligations of Subsidiary Guarantors that constitute guarantees of Indebtedness of the Subsidiaries (excluding intercompany Company under the Bank Credit Agreement and Contingent Obligations of Subsidiary Guarantors that constitute guarantees of other Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) Company incurred after within the Closing Date to provide all or a portion limitations of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPSection 10.1; (d) (i) Indebtedness of Restricted Subsidiaries outstanding on the Subsidiaries Closing Date (excluding intercompany or permitted to be incurred under a credit facility that was in existence on the Closing Date) and described on Schedule 10.3, and (ii) refinancings or renewals thereof; provided that any such refinancing or renewed Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal years; and (e) other Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to exceedbe paid thereon and reasonable fees and expenses associated therewith; (e) Indebtedness of Restricted Subsidiaries in respect of bid, at performance, surety, reclamation or other similar bonds or guaranties in the ordinary course of business, or any time outstandingsimilar financial assurance obligations under Environmental Laws or worker’s compensation Laws or with respect to self-insurance obligations, together including guarantees or obligations with respect to letters of credit supporting such obligations (in each case other than for an obligation for money borrowed); (f) Indebtedness owed by Amapa incurred for the purpose of financing the development and construction of an iron ore mine and related facilities (the “Amapa Project”) located in the municipality of Pedra Branca do Amapari, in the State of Amapa, in the northern region of Brazil, a dedicated railroad for the Amapa Project and a port terminal for the Amapa Project located in Xxxxxxx, State of Amapa in Brazil, and for financing working capital related thereto; (g) (i) purchase money Indebtedness of Restricted Subsidiaries incurred after the Closing Date, including any such Indebtedness assumed in connection with a Permitted Acquisition, (ii) Capital Lease Obligations of Restricted Subsidiaries, including any such obligations assumed in connection with a Permitted Acquisition, and (iii) Project Indebtedness of Restricted Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Project Indebtedness assumed by Restricted Subsidiaries in connection with the acquisition of any such assets or secured by a Lien on such assets before the acquisition thereof, and any refinancings of any such Project Indebtedness; provided that, with respect to Project Indebtedness permitted by clause (iii) of this Section, (w) such Project Indebtedness is initially incurred before or within 180 days after such acquisition or the completion of such construction or improvement, (x) such Project Indebtedness shall be secured only by the Property acquired, constructed or improved in connection with the incurrence of such Project Indebtedness, (y) with respect to such Project Indebtedness assumed in connection with a Permitted Acquisition, the amount of such Project Indebtedness shall not exceed 60% of the Total Consideration paid in connection with such Permitted Acquisition, and (z) with respect to Project Indebtedness incurred to finance the acquisition of any fixed or capital assets, such Project Indebtedness shall constitute not less than 80% of the aggregate consideration paid with respect to such Property; (h) Indebtedness of Non-Guarantor Subsidiaries not otherwise permitted by this Section 10.3; provided that the aggregate amount of all such Indebtedness plus all Indebtedness of the Company and all Restricted Subsidiaries secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10shall not exceed 20% of Consolidated Net Tangible AssetsWorth as measured as of the end of the most recently completed fiscal quarter prior to the incurrence of such Indebtedness; (i) unsecured Indebtedness of Non-Guarantor Subsidiaries, not otherwise permitted under clauses (h) above; provided that the ratio of Consolidated Indebtedness to Consolidated EBITDA of the Company and all Restricted Subsidiaries, after giving pro forma effect to the incurrence of such Indebtedness, is less than 2.50 to 1.00, as measured as of the end of the most recently completed fiscal quarter prior to the incurrence of such Indebtedness; and (j) unsecured Indebtedness of Domestic Subsidiaries; provided that the aggregate amount of all such Indebtedness does not exceed at any time 15% of Consolidated Total Assets (Consolidated Total Assets to be measured as of the end of the most recently completed fiscal quarter prior to the incurrence of such Indebtedness).

Subsidiary Indebtedness. The Borrower will not permit any of its Consolidated Subsidiaries to contractto, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Funding Date and set forth on Schedule 7.5 4.15 and extensions, renewals and replacements of any such Indebtedness that do not (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, i) in the aggregatecase of revolving credit, increase the maximum principal amount thereof and (ii) in the case of term loans, increase the outstanding principal amount thereof (immediately prior to giving effect to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of extension, renewal or replacement) or shorten the date of such renewal, refinancing maturity or extension)the weighted average life thereof; (b) intercompany Indebtedness owed by a of any Consolidated Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the Borrower completion of such construction or improvements and extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the Borrower maturity or to one or more wholly-owned Subsidiaries of the Borrowerweighted average life thereof; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed any Consolidated Subsidiary owing to the Borrower or any other Consolidated Subsidiary; provided, that any such Indebtedness shall be subject to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPSection 7.4; (d) Indebtedness in respect of the Subsidiaries obligations under Hedging Agreements permitted by Section 7.9; (excluding intercompany e) Guarantees by any Consolidated Subsidiary of Indebtedness owed of any other Consolidated Subsidiary; provided, that such Guarantees of Indebtedness of any Consolidated Subsidiary shall be subject to Section 7.4; (f) Indebtedness of any Permitted Securitization Subsidiary (to the Borrower or to one or more wholly-owned Subsidiaries of the Borrowerextent such Permitted Securitization Subsidiary constitutes a Consolidated Subsidiary) incurred in connection with synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not to exceed $150,000,000 in any two consecutive fiscal yearsPermitted Securitization Transaction; and (eg) other unsecured Indebtedness of the Consolidated Subsidiaries (excluding intercompany Indebtedness owed to the Borrower or to one or more wholly-owned Subsidiaries of the Borrower) in an aggregate principal amount not to exceed, exceed $20,000,000 at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause (xvii) of the definition of “Permitted Liens”, 10% of Consolidated Net Tangible Assets.

Subsidiary Indebtedness. The No Subsidiary of Borrower will not permit incur any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, exceptIndebtedness other than: (a) Indebtedness set forth on Schedule 7.5 (and any renewals, refinancings or extensions thereof on terms and conditions no more favorable, in the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension)Obligations; (b) intercompany Guaranties by Guarantors of, and the incurrence of obligations by Guarantors as a co-obligor on (as distinguished from, and in addition to incurring such obligation as, a guarantor of), Indebtedness owed by a Subsidiary (i) arising under the US/Canada Credit Agreement, or (ii) of the Borrower to the Borrower or to one any other Restricted Person, the incurrence of which did not result in a Default or more wholly-owned Subsidiaries an Event of the BorrowerDefault; (c) Indebtedness of the Subsidiaries (excluding intercompany Indebtedness owed i) PMC (Nova Scotia) Company and Plains Marketing Canada, L.P. pursuant to the Borrower or US/Canada Credit Agreement, and (ii) Plains Marketing pursuant to one or more wholly-owned Subsidiaries of the Borrower) incurred after the Closing Date to provide all or a portion of the purchase price of short-lived assets (such as trucks and computer equipment) which may be treated as Capital Leases in accordance with GAAPContango Credit Agreement; (d) Indebtedness of any Restricted Person owing to another Restricted Person; (e) Indebtedness of any Subsidiary described in clause (b) of the Subsidiaries (excluding intercompany definition of “Indebtedness” that is determinable but not yet earned; provided, Borrower reasonably contemplates that such Indebtedness owed to will be repaid from the Borrower or to proceeds of one or more wholly-owned Subsidiaries advances made by Borrower to such Subsidiary; (f) Indebtedness of a Subsidiary acquired (including acquisition by merger, consolidation or amalgamation) after the Borrower) date hereof by a Restricted Person, which Indebtedness was incurred by such Subsidiary before the time of such acquisition, merger, consolidation or amalgamation, and was not created in connection contemplation thereof; provided, that contemporaneously with synthetic leasessuch acquisition, merger, consolidation or amalgamation, and so long as no adverse tax retention operating leasesand/or regulatory consequences are caused thereby, off-balance sheet loans or similar off-balance sheet financings in an aggregate amount not such Subsidiary shall be a Guarantor subject to exceed $150,000,000 in any two consecutive fiscal yearsthe provisions of Section 6.9; and (eg) other Indebtedness of not otherwise described in the Subsidiaries foregoing clauses (excluding intercompany Indebtedness owed to the Borrower or to a) through (f) owing by any one or more wholly-owned Subsidiaries of the Borrower) Guarantors in an aggregate principal amount not to exceed, exceed at any time outstanding, together with Indebtedness secured by Liens permitted pursuant to clause outstanding the greater of (xviiA) $100,000,000 and (B) fifteen percent (15%) of the definition of “Permitted Liens”, 10% of Consolidated Tangible Net Tangible AssetsWorth.