Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereof.

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness or preferred stock other than unless (a) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (b) at the time of any incurrence of such Indebtedness, the aggregate principal amount of such Indebtedness of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) through (iv) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness for Borrowed Money in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and preferred stock which any refinancing, refunding, renewal or extension of such Indebtedness that does not exceed at any time outstanding an aggregate increase the principal amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), thereof except by the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereofaccrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, and the amount of any preferred stock will be the greater of the par value thereof refunding, renewal or the consideration received in the issuance thereofextension), (ii) assumed any Indebtedness for Borrowed Money in effect as of the Effective Date that is listed on Schedule 3 (and preferred stock any refinancing, refunding, renewal or extension of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforextension), (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness for Borrowed Money owed secured by Liens in reliance on Section 6.01(m), not to exceed $250,000,000 at any one time outstanding and held by, and preferred stock held by, (iv) Indebtedness of a Subsidiary to the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofanother Subsidiary.

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness or preferred stock other than unless (iA) the Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, the sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness for Borrowed Money and preferred stock which does not exceed at of Subsidiaries (including the principal amount of any time outstanding an aggregate amount for all Significant Subsidiaries Guarantee of $100,000,000 the Obligations but excluding Indebtedness permitted by clauses (for purposes of this clause 1) through (i4) below), plus (y) the aggregate outstanding principal amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received Borrower and its Subsidiaries secured by Liens in the issuance thereofreliance on clause (n), (iio) assumed or (q) of Section 7.1 or the final proviso to Section 7.1, shall not exceed the Maximum Priority Amount at such time, except (1) Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence effect at the time such Person Subsidiary becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (ivand any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (2) Non-Recourse Debt any Indebtedness in effect as of the Amendment Closing Date that is listed on Schedule 7.7 (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Section 7.1(m), not to exceed $500,000,000 in principal amount at any one time outstanding and (v4) Indebtedness for Borrowed Money existing on of a Subsidiary to the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofBorrower or another Subsidiary.

Subsidiary Indebtedness. Permit ALC owns all of the issued and outstanding stock of ALC Ohio, Inc., ALC Pennsylvania, Inc., ALC Iowa, Inc., ALC Nebraska, Inc., ALC New Jersey, Inc., ALC Indiana, Inc., Nevada ALC, Inc., Texas ALC, Inc. and Carriage House (collectively, the "SUBSIDIARIES"). As of October 1, 2001, the outstanding principal balance of the indebtedness owed by each of the Subsidiaries to ALC was as shown on Exhibit B attached hereto (such balance, together with any Significant future indebtedness of any Subsidiary (other than to ALC approved in writing by Lender is hereinafter referred to as the "SUBSIDIARY INDEBTEDNESS"). On or before the Closing Date, ALC shall have caused a Project Finance portion of the Subsidiary or an Unrestricted Subsidiary) Indebtedness as indicated on Exhibit B to be capitalized by either canceling such indebtedness or contributing such indebtedness to the respective Subsidiary; and ALC shall deliver to Lender on the Closing Date written evidence thereof in form and substance reasonably acceptable to Lender. The promissory notes evidencing the remaining principal balance of the Subsidiary Indebtedness after the capitalization (and any Subsidiary Indebtedness hereinafter approved by Lender), as indicated on Exhibit B, shall be assigned by ALC to Lender on the Closing Date pursuant to a party to"SUBSIDIARY NOTE ASSIGNMENT". The assignment of such notes shall secure the indebtedness and obligations of Borrower hereunder and the indebtedness and obligations of certain of the Subsidiaries to Lender pursuant to that certain Loan Agreement dated February 20, guarantee2001, assumeas amended by that certain First Amendment to Loan Documents dated June 29, create2001 and as amended by that certain Second Amendment to Loan Documents dated of even date herewith among certain of the Subsidiaries, incurALC and Lender (as an agent and a lender) (collectively, issue or otherwise be liable in any manner the "SUBSIDIARY LOAN AGREEMENT") and all of the loan documents (the "SUBSIDIARY LOAN DOCUMENTS") executed in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofLoan Agreement.

Subsidiary Indebtedness. Permit The Company will not permit ----------------------- any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be which is a party to, guarantee, assume, to a Subsidiary Guarantee to create, incur, issue or otherwise be liable in any manner in connection with incur or suffer to exist, exist any Indebtedness or preferred stock to any Person other than the Company or a Subsidiary, except (i) Indebtedness 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 preferred stock will be the greater of the par value thereof Company and its Subsidiaries existing on the Covenant Transition Date and refinancings, refundings, renewals or the consideration received in the issuance extensions thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforLoan Party pursuant to any Loan Document, (iii) Indebtedness for Borrowed Money owed to and held byof Subsidiaries incurred, and preferred stock held byin accordance with the Existing Credit Agreement, in connection with the Borrower or any Wholly-Owned Subsidiary Company's acquisition of the Borrower, T & N plc (iv) Non-Recourse Debt and additional Indebtedness of Excluded Foreign Subsidiaries to the Company or any Subsidiary which is a party to a Subsidiary Guarantee in an aggregate principal amount not exceeding $200,000,000 at any time outstanding, (v) Indebtedness for Borrowed Money existing of any Subsidiary which is not a party to a Subsidiary Guarantee owing to any other Subsidiary which is not a party to a Subsidiary Guarantee, (vi) Indebtedness in the form of any investment permitted by Section 7.11 as in effect on the date hereofCovenant Transition Date, any refinancing thereof (vii) Indebtedness secured by Liens permitted by Section 7.04(e), including capital lease obligations, in an aggregate principal amount not greater than the to exceed $50,000,000 at any one time outstanding amount thereof at the time of such refinancing and any preferred stock existing on refinancings, refundings, renewals or extensions thereof (without any increase in the date hereofprincipal amount thereof) and (viii) Indebtedness which, together with the secured Indebtedness allowed under Section 7.04(n), shall not exceed forty percent (40%) of Consolidated Net Worth (determined as of the end of the most recent fiscal quarter of the Company).

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereof.

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness or preferred stock other than unless (iA) the Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, the aggregate principal amount of such Indebtedness for Borrowed Money and preferred stock which does not exceed at of Subsidiaries (including any time outstanding an aggregate amount for all Significant Subsidiaries Guarantee of $100,000,000 the Obligations but excluding Indebtedness permitted by clauses (for purposes of this clause 1) through (i4) below), when aggregated with the principal amount of Indebtedness for Borrowed Money will be secured by Liens in reliance on the outstanding principal amount thereoffinal proviso to Section 7.1, and shall not exceed the amount of any preferred stock will be the greater of the par value thereof or the consideration received Maximum Priority Amount at such time, except (1) Indebtedness in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence effect at the time such Person Subsidiary becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (ivand any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (2) Non-Recourse Debt any Indebtedness in effect as of the Closing Date that is listed on Schedule 7.7 (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Section 7.1(M), not to exceed $200,000,000 at any one time outstanding and (v4) Indebtedness for Borrowed Money existing on of a Subsidiary to the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofBorrower or another Subsidiary.

Subsidiary Indebtedness. Permit Permit, at any Significant time, any Subsidiary (other than of the Borrower that is not a Project Finance Subsidiary or an Unrestricted Subsidiary) Loan Party to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, assume any Indebtedness or preferred stock other than than: (a) Indebtedness owing to (i) Indebtedness for Borrowed Money the Borrower or a wholly-owned Subsidiary 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) any other Subsidiary in an aggregate principal amount not exceeding $250,000,000; provided, that such Indebtedness shall not have been transferred to any Person other than the Borrower or wholly-owned Subsidiary or any other Subsidiary, as applicable; (b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed Indebtedness to finance the acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment or other assets acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business not exceeding the purchase price of such property or equipment or incurred solely for Borrowed Money and preferred stock the purpose of financing the acquisition of any Person that becomes a Subsidiary such property, equipment or other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property); (c) Indebtedness of a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and of the Borrower; provided, that such Indebtedness was not created in contemplation thereof of such merger, consolidation or investment and no do not extend to any Person other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, than the Person merged into or consolidated with the Borrower or any Wholly-Owned such Subsidiary of or acquired by the Borrower, Borrower or such Subsidiary; (iv) Non-Recourse Debt and (vd) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing hereof and listed on Schedule 7.02 (and any preferred stock existing on refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the date hereof.maturity of, the principal amount thereof)); (e) additional Indebtedness, the aggregate principal amount of which, when combined with the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries secured by any Lien permitted by Section 7.01(m), would exceed $250,000,000; (f) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit or similar facilities entered into in the ordinary course of business and not in support of borrowed money (including in respect of workers compensation claims, health, disability or other employee benefits or

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than Except for (i) Indebtedness for Borrowed Money and preferred stock which does not exceed at any time outstanding an aggregate amount for all Significant of its 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof)described on Schedule 6.3, (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforunder Cash Pooling Arrangements, (iii) Indebtedness for Borrowed Money owed to of any Subsidiary of the Borrower acquired after the Effective Date and held by, and preferred stock held by, Indebtedness of a Person merged or consolidated with or into the Borrower or a Subsidiary of the Borrower after the Effective Date, which Indebtedness in each case exists at the time of such acquisition, merger or consolidated and was not created or incurred in contemplation of such acquisition, merger or consolidation and (iv) Permitted Accretive Acquisition Debt of any Wholly-Owned Foreign Subsidiary and any refinancing thereof that does not increase the principal amount thereof; provided that (x) both immediately prior and after giving effect to such Foreign Subsidiary becoming liable in respect thereof, no Default or Event of Default shall exist or result therefrom, (y) the principal amount of any Indebtedness that any Foreign Subsidiary shall become liable for under this clause (iii) shall not be greater than the fair market value of the assets or Equity Interests (as determined in good faith by the Borrower) acquired by the Borrower and/or its Subsidiaries in the Accretive Acquisition related to such Permitted Accretive Acquisition Debt and (z) such Indebtedness shall not be guaranteed by, or otherwise become a liability of, any other Subsidiary of the Borrower, provided, further, that in the case of Permitted Accretive Acquisition incurred in connection with an Accretive Acquisition for which the aggregate cash consideration paid exceeds $500,000,000, the Borrower shall have delivered a certificate of a Financial Officer, certifying that such acquisition complies with all of the requirements set forth in the definition of “Accretive Acquisition” and containing reasonably detailed calculations in support thereof, will not permit the aggregate principal amount of Indebtedness of its Subsidiaries (ivexcluding any Indebtedness of a Subsidiary owed to the Borrower or another Subsidiary, but including any Guarantee by a Subsidiary of Indebtedness of the Borrower) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, at any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofto exceed $250,000,000.

Subsidiary Indebtedness. Permit The Borrower shall not permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assumedirectly or indirectly, create, incur, issue or otherwise be liable in any manner in connection with assume or suffer to exist, exist any Indebtedness for borrowed money or preferred stock any obligations of such Subsidiary evidenced by bonds, debentures, notes, loan agreements or other similar instruments, other than (ia) Indebtedness for Borrowed Money and preferred stock which does not exceed at pursuant to any time outstanding an aggregate amount for all Significant Subsidiaries of $100,000,000 Loan Document, (for purposes of this clause (i), the amount of b) unsecured Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed owing to and held by, and preferred stock held by, the Borrower or unsecured Indebtedness (including Guarantees) of any Wholly-Owned Subsidiary owing to another Subsidiary of the Borrower, (ivc) Non-Recourse Debt and (v) unsecured Indebtedness for Borrowed Money existing on of any Subsidiary of the date hereof, any refinancing thereof in an amount not greater than the Borrower outstanding amount thereof at the time such Subsidiary is acquired by the Borrower or any other Subsidiary of the Borrower, including amendments thereof (provided that such Indebtedness shall have not been created in contemplation of or in connection with such Person becoming a Subsidiary, the amount thereof is not thereafter increased and the obligor of such refinancing Indebtedness is not thereafter changed), (d) unsecured Indebtedness of any Subsidiary of the Borrower that is a special purpose finance entity that does not own any assets (other than those assets consistent with its limited purpose status) and that does not loan the proceeds of such Indebtedness to another Subsidiary, (e) unsecured Indebtedness of any preferred stock existing on Subsidiary of the date hereof.Borrower constituting letters of credit issued for insurance regulatory purposes (including, for the avoidance of doubt, for reserve credit and required solvency ratio purposes) and for which adequate insurance reserves or other appropriate provisions consistent with such Subsidiary’s past practice has been made therefor, (f) Indebtedness consisting of loans, funding agreements and guaranteed investment contracts entered into by to any Insurance Subsidiary with any FHLB pursuant to a membership in such FHLB in the ordinary course of business in the aggregate principal amount not to exceed $2,500,000,000 at any time outstanding and (g) other Indebtedness, the sum of which Indebtedness plus all Indebtedness incurred by the Borrower or any Subsidiary secured by Liens permitted pursuant to Section 7.01(c) shall not exceed $400,000,000 in aggregate principal amount. 7.03

Subsidiary Indebtedness. (a) Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness unless (A) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, the sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness of Subsidiaries (including the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) through (v) below), plus (y) the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on Section 6.01(n), 6.01(o) or preferred stock other than 6.01(p) or the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness for Borrowed Money in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and preferred stock which does any refinancing, refunding, renewal or extension of such Indebtedness to the extent not exceed at any time outstanding an aggregate increasing the principal amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), thereof except by the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereofaccrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, and the amount of any preferred stock will be the greater of the par value thereof refunding, renewal or the consideration received in the issuance thereofextension), (ii) assumed any Indebtedness for Borrowed Money in effect as of the Effective Date that is listed on Schedule 3 (and preferred stock any refinancing, refunding, renewal or extension of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforextension), (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness for Borrowed Money owed secured by Liens in reliance on Section 6.01(m), not to and held by, and preferred stock held by, the Borrower or exceed $500,000,000 in principal amount at any Wholly-Owned Subsidiary of the Borrowerone time outstanding, (iv) Non-Recourse Debt Indebtedness of a Subsidiary to the Borrower or another Subsidiary and (v) Indebtedness for Borrowed Money existing on the date hereofVerizon Acquisition Debt, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofsubject to compliance with Section 6.01(n).

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereof.

Subsidiary Indebtedness. Permit (A) Subsidiary Indebtedness Energizer shall ------------------------ not permit any Significant Subsidiary (other than a Project Finance Subsidiary of its Subsidiaries directly or an Unrestricted Subsidiary) indirectly to be a party to, guarantee, assume, create, incur, issue assume or otherwise be become or remain directly or indirectly liable in with respect to any manner in connection with or suffer to existIndebtedness, any Indebtedness or preferred stock other than except: (i) Indebtedness for Borrowed Money of the Subsidiaries under the Subsidiary Guaranty; (ii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of Energizer, provided such -------- Indebtedness is not incurred by Energizer in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section ------- 7.3(E); ----- (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from Energizer to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, -------- such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section ------- 7.3(O); ------ (vii) Indebtedness with respect to surety, appeal and preferred stock which performance bonds obtained by any of Energizer's Subsidiaries in the ordinary course of business; (viii) Indebtedness incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness incurred -------- in connection therewith does not exceed $250,000,000 in the aggregate at any time time; and (ix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by Energizer's Subsidiaries; provided that no Default or ------------ -------- Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate -------- ------- outstanding an aggregate amount for of all Significant Indebtedness incurred by Energizer's Subsidiaries of $100,000,000 (for purposes of this clause other than Indebtedness incurred pursuant to clauses (i), (ii), (v), (vi) and ----------- ---- --- ---- (viii) of this Section 7.3(A)) shall not at any time exceed $250,000,000. ----- -------------- (B) Sales of Assets. Neither Energizer nor any of its Subsidiaries shall ----------------- sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (i) sales of Inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of Equipment that is obsolete, excess or no longer used or useful in Energizer's or its Subsidiaries' businesses; (iii) any transfer of an interest in Receivables, Receivables Related Security, accounts or notes receivable on a limited recourse basis under the Receivables Purchase Documents, provided that such transfer qualifies as a legal -------- sale and as a sale under Agreement Accounting Principles and that the amount of Receivables Facility Attributed Indebtedness for Borrowed Money will be the outstanding principal amount thereofdoes not exceed $250,000,000 at any one time outstanding; and (iv) sales, and the amount assignments, transfers, leases, conveyances or other dispositions of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereofother assets (other than pursuant to clauses (i), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness ----------- ---- ----- above) if such transaction (a) is for Borrowed Money owed to and held bynot less than fair market value, and preferred stock held by(b) when combined with all such other transactions (each such transaction being valued at book value) during the period from the Closing Date, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on to the date hereofof such proposed transaction, any refinancing thereof in an amount represents the disposition of not greater than twenty percent (20%) of Energizer's Consolidated Assets (such Consolidated Assets being calculated for the outstanding amount thereof at end of the time of fiscal year immediately preceding that in which such refinancing and any preferred stock existing on the date hereof.transaction is proposed to be entered into). (C)

Subsidiary Indebtedness. Permit The Borrower shall not permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assumedirectly or indirectly, create, incur, issue or otherwise be liable in any manner in connection with assume or suffer to exist, exist any Indebtedness for borrowed money or preferred stock any obligations of such Subsidiary evidenced by bonds, debentures, notes, loan agreements or other similar instruments, other than (ia) Indebtedness for Borrowed Money and preferred stock which does not exceed at pursuant to any time outstanding an aggregate amount for all Significant Subsidiaries of $100,000,000 Loan Document, (for purposes of this clause (i), the amount of b) unsecured Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed owing to and held by, and preferred stock held by, the Borrower or unsecured Indebtedness (including Guarantees) of any Wholly-Owned Subsidiary owing to another Subsidiary of the Borrower, (ivc) Non-Recourse Debt and (v) unsecured Indebtedness for Borrowed Money existing on of any Subsidiary of the date hereof, any refinancing thereof in an amount not greater than the Borrower outstanding amount thereof at the time such Subsidiary is acquired by the Borrower or any other Subsidiary of the Borrower, including amendments thereof (provided that such Indebtedness shall have not been created in contemplation of or in connection with such Person becoming a Subsidiary, the amount thereof is not thereafter increased and the obligor of such refinancing Indebtedness is not thereafter changed), (d) unsecured Indebtedness of any Subsidiary of the Borrower that is a special purpose finance entity that does not own any assets (other than those assets consistent with its limited purpose status) and that does not loan the proceeds of such Indebtedness to another Subsidiary, (e) unsecured Indebtedness of any preferred stock existing on Subsidiary of the date hereof.Borrower constituting letters of credit issued for insurance regulatory purposes (including, for the avoidance of doubt, for reserve credit and required solvency ratio purposes) and for which adequate insurance reserves or other appropriate provisions consistent with such Subsidiary’s past practice has been made therefor, (f) Indebtedness consisting of loans, funding agreements and guaranteed investment contracts entered into by to any Insurance Subsidiary with any FHLB 86 13227198v7 27112.00011

Subsidiary Indebtedness. Permit The Borrower shall not permit any Significant Subsidiary (other than a Project Finance Subsidiary of its ------------------------ Subsidiaries directly or an Unrestricted Subsidiary) indirectly to be a party to, guarantee, assume, create, incur, issue assume or otherwise be become or remain directly or indirectly liable in with respect to any manner in connection with or suffer to existIndebtedness, any Indebtedness or preferred stock other than except: (i) Indebtedness for Borrowed Money of the Subsidiaries under the Subsidiary Guaranty; (ii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, provided such -------- Indebtedness is not incurred by the Borrower in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section ------- 7.3(E); ----- (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, -------- such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section ------- 7.3(O); ------ (vii) Indebtedness with respect to surety, appeal and preferred stock which performance bonds obtained by any of the Borrower's Subsidiaries in the ordinary course of business; (viii) Indebtedness incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness incurred -------- in connection therewith does not exceed $250,000,000 in the aggregate at any time time; and (ix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Borrower's Subsidiaries; provided that no Default ------------ -------- or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate -------- ------- outstanding an aggregate amount for of all Significant Indebtedness incurred by the Borrower's Subsidiaries of $100,000,000 (for purposes of this clause other than Indebtedness incurred pursuant to clauses (i), the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof(ii), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary v), (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiaryvi) and was ----------- ---- --- ---- (viii) of this Section 7.3(A)) shall not created in contemplation thereof and no other Subsidiary is liable therefor, at any time exceed $250,000,000. ----- -------------- (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereof.B)

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness for Borrowed Money and preferred stock which does The Company will not exceed at any time permit the 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 of all Subsidiaries to exceed $15,000,000, provided, however, that such amount thereof, and the amount of shall not include (a) any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereofGuarantee permitted by clauses (a) through (e), (ii) assumed Indebtedness for Borrowed Money and preferred stock inclusive, of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforSection 8.14, (iiib) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or of any Wholly-Owned Subsidiary owing to the Company or to any other Wholly-Owned Subsidiary, (c) Indebtedness of any of the BorrowerFinancial Services Companies that in the aggregate does not exceed Four Hundred Million Dollars ($400,000,000) for all such Financial Services Companies, (ivd) Non-Recourse Debt any guarantees by the Company or any Subsidiaries of any obligations of any of the Financial Services Companies that in the aggregate do not exceed Four Hundred Million Dollars ($400,000,000) for all such Financial Services Companies, provided that such guarantees are permitted pursuant to paragraph (g) of Section 8.14 hereof, or (e) up to $27,000,000 of Capitalized Leases and other Indebtedness listed in Schedule 8.2 hereto and any renewals or replacements of such Capitalized Leases and any extensions, renewals, refundings or replacements of such Indebtedness, except that (i) all renewals or replacements of any such Capitalized Lease must be in respect of similar equipment or replacement equipment of a similar type, (ii) the amount of Indebtedness (including, without limitation, Capitalized Lease Obligations in respect of any such Capitalized Lease) represented by any such extension, renewal, refunding or replacement must be permitted to be incurred as additional Indebtedness pursuant to clause (d) of Section 8.1 and (viii) in the event that (x) the amount of Indebtedness for Borrowed Money existing on the date hereof(including, without limitation, Capitalized Lease Obligations in respect of any refinancing thereof such Capitalized Lease) represented, at any time, by all of such Capitalized Leases and other Indebtedness listed in an amount not Schedule 8.2 hereto, including any extension, renewal, refunding or replacement thereof, is greater than $27,000,000 or (y) any such extension, renewal, refunding of replacement would cause any additional property (other than the equipment referred to in clause (i) above of the Company or any Subsidiary to become subject to any Capitalized Lease or otherwise subject to any Lien, such greater amount of Indebtedness (including, without limitation, obligations in respect of any such Capitalized Lease) must be permitted to be incurred or remain outstanding as Indebtedness under this Section 8.2, but without giving effect to the provisos hereof and any Lien on any such additional property must be permitted by Section 8.3, and provided further, that any Indebtedness that is a Guarantee and that, except for clause (a) above, would be included within such aggregate outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofmust also be permitted by Section 8.14."

Subsidiary Indebtedness. Permit The Borrower shall not permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assumedirectly or indirectly, create, incur, issue or otherwise be liable in any manner in connection with assume or suffer to exist, exist any Indebtedness for borrowed money or preferred stock any obligations of such Subsidiary evidenced by bonds, debentures, notes, loan agreements or other similar instruments, other than (ia) Indebtedness for Borrowed Money and preferred stock which does not exceed at pursuant to any time outstanding an aggregate amount for all Significant Subsidiaries of $100,000,000 Loan Document, (for purposes of this clause (i), the amount of b) unsecured Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed owing to and held by, and preferred stock held by, the Borrower or unsecured Indebtedness (including Guarantees) of any Wholly-Owned Subsidiary owing to another Subsidiary of the Borrower, (ivc) Non-Recourse Debt and (v) unsecured Indebtedness for Borrowed Money existing on of any Subsidiary of the date hereof, any refinancing thereof in an amount not greater than the Borrower outstanding amount thereof at the time such Subsidiary is acquired by the Borrower or any other Subsidiary of the Borrower, including amendments thereof (provided that such Indebtedness shall have not been created in contemplation of or in connection with such Person becoming a Subsidiary, the amount thereof is not thereafter increased and the obligor of such refinancing Indebtedness is not thereafter changed), (d) unsecured Indebtedness of any Subsidiary of the Borrower that is a special purpose finance entity that does not own any assets (other than those assets consistent with its limited purpose status) and that does not loan the proceeds of such Indebtedness to another Subsidiary, (e) unsecured Indebtedness of any preferred stock existing on Subsidiary of the date hereof.Borrower constituting letters of credit issued for insurance regulatory purposes (including, for the avoidance of doubt, for reserve credit and required solvency ratio purposes) and for which adequate insurance reserves or other appropriate provisions consistent with such Subsidiary’s past practice has been made therefor, (f) Indebtedness consisting of loans, funding agreements and guaranteed investment contracts entered into by to any Insurance Subsidiary with any FHLB pursuant to a membership in such FHLB in the ordinary course of

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness unless (A) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, the sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness of Subsidiaries (including the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) through (iv) below), plus (y) the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on Section 6.01(o), 6.01(p) or preferred stock other than 6.01(r) or the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness for Borrowed Money in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and preferred stock which does any refinancing, refunding, renewal or extension of such Indebtedness to the extent not exceed at any time outstanding an aggregate increasing the principal amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), thereof except by the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereofaccrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, and the amount of any preferred stock will be the greater of the par value thereof refunding, renewal or the consideration received in the issuance thereofextension), (ii) assumed any Indebtedness for Borrowed Money in effect as of the First Amendment and preferred stock Restatement Effective Date that is listed on Schedule 3 (and any refinancing, refunding, renewal or extension of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforextension), (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness for Borrowed Money owed secured by Liens in reliance on Section 6.01(m), not to exceed $500,000,000 in principal amount at any one time outstanding and held by, and preferred stock held by, (iv) Indebtedness of a Subsidiary to the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofanother Subsidiary.

Subsidiary Indebtedness. Permit The Parent Borrower will not permit any Significant Restricted Subsidiary (other than a Project Finance Subsidiary or that is not an Unrestricted Subsidiary) Obligor to be a party to, guarantee, assume, create, incur, issue assume or otherwise permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be liable incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness incurred solely to finance the acquisition of real property or the acquisition or construction of other fixed or capital assets by the Parent Borrower or any Restricted Subsidiary, including Capital Lease Obligations, and any Indebtedness of such Restricted Subsidiary the proceeds of which are used solely to refinance such Indebtedness, in an aggregate principal amount not to exceed $100,000,000 in -59- any manner fiscal year of the Parent Borrower and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (A) the aggregate principal amount of any such Indebtedness does not exceed the cost of acquisition of such real property or other capital assets and (B) if such Indebtedness is secured, the Liens resulting therefrom are permitted under Section 7.02(c) or (d); (d) business; Indebtedness in respect of trade bank acceptance drafts incurred in the ordinary course of (e) business; current liabilities, other than for borrowed money, incurred in the ordinary course of (f) Indebtedness of any Restricted Subsidiary owing to the Parent Borrower or any other Restricted Subsidiary; (g) Obligations under Hedging Agreements entered into on a non-speculative basis; provided that, at the time that such Hedging Agreements are entered into, the Parent Borrower is in pro forma compliance with Section 7.06; (h) Guarantees of Indebtedness incurred in connection with or suffer to existPermitted Joint Ventures; provided that, any Indebtedness or preferred stock other than at the time that such Guarantees are entered into, the Parent Borrower is in pro forma compliance with Section 7.06; (i) Indebtedness 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (iiA) assumed Indebtedness for Borrowed Money and preferred stock of any a Person that becomes a Restricted Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after of the date hereof, if Parent Borrower to the extent such Indebtedness for Borrowed Money or preferred stock is in existence exists at the time such Person becomes a Restricted Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was is not created in contemplation thereof of or in connection with such Person becoming a Restricted Subsidiary and no (B) a Restricted Subsidiary to the extent such Indebtedness is assumed in connection with an acquisition or investment made by such Restricted Subsidiary and is not created in contemplation of such acquisition or investment; provided, however, that such Indebtedness shall not be guaranteed by any other Subsidiary Restricted Subsidiary; and (j) other Indebtedness of Restricted Subsidiaries that are not Obligors, provided that, as of the Effective Date and as of the time any Indebtedness is liable thereforcreated, incurred or assumed in reliance on this clause (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held byj), the Borrower aggregate principal amount of all Indebtedness outstanding in reliance on this clause (j) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or any Wholly-Owned Subsidiary assumed in reliance on this clause (j)) does not exceed the greater of (i) $2,000,000,000 and (ii) the maximum amount of such Indebtedness that can be incurred subject to compliance with a Priority Debt Ratio of 2.50 to 1.00 as of the BorrowerEffective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable. SECTION 7.02. Liens. The Parent Borrower will not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (ivincluding accounts receivable) Non-Recourse Debt and or rights in respect of any thereof, except: (va) Indebtedness for Borrowed Money Liens existing on the date hereofEffective Date and described on Schedule 7.02, and Liens on the same property (or, if such Lien attaches to a type or class of property of any refinancing thereof in an amount Person, on the same type or class of property of such Person) securing any extension, renewal, refinancing, refunding or replacement of the liability secured by such Liens that do not greater than increase the outstanding principal amount thereof at thereof; (b) deposits or pledges, or cash collateral given to any financial institution that has issued a letter of credit, to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security or employee benefit obligations, daylight overdraft exposure or ACH obligations, or liabilities under or in respect of self-insurance programs, in each case in the time ordinary course of such refinancing business of the Parent Borrower and any preferred stock existing on the date hereof.its Restricted Subsidiaries; -60-

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness for Borrowed Money and preferred stock which does The Borrower will not exceed at any time outstanding an permit the aggregate amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), the principal amount of Indebtedness for Borrowed Money will be of its Subsidiaries (excluding (a) Indebtedness of Subsidiaries existing on the outstanding principal amount thereof, Revolving Effective Date and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof)described on Schedule 6.06, (iib) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence existing at the time such Person becomes a Subsidiary (other than or at the time such Person is merged or consolidated with or into, or otherwise acquired by, a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforof such event, (iiic) refinancings, extensions, renewals, or refundings of any Indebtedness for Borrowed Money permitted by clauses (a) and (b) above, (d) to the extent (i) Securitization Transactions are determined pursuant to a change in GAAP or a change in the interpretation of GAAP after the Revolving Effective Date to constitute Indebtedness or (ii) the Borrower elects to treat Securitization Transactions as Indebtedness after the Revolving Effective Date (it being understood that, as of the Revolving Effective Date, Securitization Transactions do not constitute Indebtedness), Indebtedness of Subsidiaries in respect of Securitization Transactions in an aggregate amount at any time not to exceed $1,000,000,000, (e) any Indebtedness of a Subsidiary owed to and held by, and preferred stock held by, the Borrower or another wholly-owned Subsidiary, (f) any Wholly-Owned Indebtedness owing by the Controlled Affiliates of Xxxxxx XX, LLC, (g) any Indebtedness not otherwise permitted by this Section 6.06 owed by a Subsidiary organized under the laws of Canada or any province thereof not to exceed C$1,000,000,000 in the aggregate at any time, (h) any Indebtedness that constitutes Project Financing in an aggregate amount at any time not to exceed $1,000,000,000 and (i) any Guarantees by The Premcor Refining Group Inc. of Indebtedness of the Borrower, ) at any time to exceed 5% of Borrower’s Consolidated Net Worth; including in any case (ivsubject to the exceptions contained in clause (i) Non-Recourse Debt and (vabove) any Guarantee by a Subsidiary of Indebtedness for Borrowed Money existing on of the date hereof, any refinancing thereof in an amount not greater Borrower other than Indebtedness owing to the outstanding amount thereof at Lenders or the time of such refinancing and any preferred stock existing on the date hereofAdministrative Agent.

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness for Borrowed Money and preferred stock which does The Company will not exceed at any time permit the 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 of all Subsidiaries to exceed $15,000,000, provided, however, that such amount thereof, and the amount of shall not include (a) any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereofGuarantee permitted by clauses (a) through (e), (ii) assumed Indebtedness for Borrowed Money and preferred stock inclusive, of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforSection 8.14, (iiib) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or of any Wholly-Owned Subsidiary owing to the Company or to any other Wholly-Owned Subsidiary, (c) Indebtedness of any of the BorrowerFinancial Services Companies that in the aggregate does not exceed Four Hundred Million Dollars ($400,000,000) for all such Financial Services Companies, (ivd) Non-Recourse Debt any guarantees by the Company or any Subsidiaries of any obligations of any of the Financial Services Companies that in the aggregate do not exceed Four Hundred Million Dollars ($400,000,000) for all such Financial Services Companies, provided that such guarantees are permitted pursuant to paragraph (g) of Section 8.14 hereof, or (e) up to $27,000,000 of Capitalized Leases and other Indebtedness listed in Schedule 8.2 hereto and any renewals or replacements of such Capitalized Leases and any extensions, renewals, refundings or replacements of such Indebtedness, except that (a) all renewals or replacements of any such Capitalized Lease must be in respect of similar equipment or replacement equipment of a similar type, (b) the amount of Indebtedness (including, without limitation, Capitalized Lease Obligations in respect of any such Capitalized Lease) represented by any such extension, renewal, refunding or replacement must be permitted to be incurred as additional Indebtedness pursuant to clause (d) of Section 8.1 and (vc) in the event that (x) the amount of Indebtedness for Borrowed Money existing on the date hereof(including, without limitation, Capitalized Lease Obligations in respect of any refinancing thereof such Capitalized Lease) represented, at any time, by all of such Capitalized Leases and other Indebtedness listed in an amount not Schedule 8.2 hereto, including any extension, renewal, refunding or replacement thereof, is greater than $27,000,000 or (y) any such extension, renewal, refunding of replacement would cause any additional property (other than the equipment referred to in clause (a) above) of the Company or any Subsidiary to become subject to any Capitalized Lease or otherwise subject to any Lien, such greater amount of Indebtedness (including, without limitation, obligations in respect of any such Capitalized Lease) must be permitted to be incurred or remain outstanding as Indebtedness under this Section 8.2, but without giving effect to the provisos hereof and any Lien on any such additional property must be permitted by Section 8.3, and provided further, that any Indebtedness that is a Guarantee and that, except for clause (a) above, would be included within such aggregate outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofmust also be permitted by Section 8.14."

Subsidiary Indebtedness. Permit (A) Subsidiary Indebtedness Energizer shall ------------------------ not permit any Significant Subsidiary (other than a Project Finance Subsidiary of its Subsidiaries directly or an Unrestricted Subsidiary) indirectly to be a party to, guarantee, assume, create, incur, issue assume or otherwise be become or remain directly or indirectly liable in with respect to any manner in connection with or suffer to existIndebtedness, any Indebtedness or preferred stock other than except: (i) Indebtedness for Borrowed Money of the Subsidiaries under the Subsidiary Guaranty; (ii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of Energizer, provided such -------- Indebtedness is not incurred by Energizer in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section ------- 7.3(E); ------ (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from Energizer to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, -------- such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section ------- 7.3(O); ------ (vii) Indebtedness with respect to surety, appeal and preferred stock which performance bonds obtained by any of Energizer's Subsidiaries in the ordinary course of business; (viii) Indebtedness incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness incurred -------- in connection therewith does not exceed $250,000,000 in the aggregate at any time time; and (ix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by Energizer's Subsidiaries; provided that no Default or -------------- -------- Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate -------- ------- outstanding an aggregate amount for of all Significant Indebtedness incurred by Energizer's Subsidiaries of $100,000,000 (for purposes of this clause other than Indebtedness incurred pursuant to clauses (i), (ii), (v), (vi) and ----------- ---- --- ---- (viii) of this Section 7.3(A)) shall not at any time exceed $250,000,000. ------ -------------- (B) Sales of Assets. Neither Energizer nor any of its Subsidiaries shall ----------------- sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (i) sales of Inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of Equipment that is obsolete, excess or no longer used or useful in Energizer's or its Subsidiaries' businesses; (iii) any transfer of an interest in Receivables, Receivables Related Security, accounts or notes receivable on a limited recourse basis under the Receivables Purchase Documents, provided that such transfer qualifies as a legal -------- sale and as a sale under Agreement Accounting Principles and that the amount of Receivables Facility Attributed Indebtedness for Borrowed Money will be the outstanding principal amount thereofdoes not exceed $250,000,000 at any one time outstanding; and (iv) sales, and the amount assignments, transfers, leases, conveyances or other dispositions of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereofother assets (other than pursuant to clauses (i), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness ----------- ---- ----- above) if such transaction (a) is for Borrowed Money owed to and held bynot less than fair market value, and preferred stock held by(b) when combined with all such other transactions (each such transaction being valued at book value) during the period from the Closing Date, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on to the date hereofof such proposed transaction, any refinancing thereof in an amount represents the disposition of not greater than twenty percent (20%) of Energizer's Consolidated Assets (such Consolidated Assets being calculated for the outstanding amount thereof at end of the time of fiscal year immediately preceding that in which such refinancing and any preferred stock existing on the date hereof.transaction is proposed to be entered into). (C)

Subsidiary Indebtedness. Permit Permit, at any Significant time, any Subsidiary (other than of the Borrower that is not a Project Finance Subsidiary or an Unrestricted Subsidiary) Loan Party to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, assume any Indebtedness or preferred stock other than than: (a) Indebtedness owing to (i) Indebtedness for Borrowed Money the Borrower or a wholly-owned Subsidiary and preferred stock which does not exceed at (ii) any time outstanding other Subsidiary in 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 preferred stock will be not exceeding the greater of (x) $250,000,000 and (y) 10.0% of Consolidated EBITDA for the par value thereof most recent period of four consecutive fiscal quarters of the Borrower for which consolidated financial statements are available; provided, that such Indebtedness shall not have been transferred to any Person other than the Borrower or wholly-owned Subsidiary or any other Subsidiary, as applicable; (b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed to finance the consideration received acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment or other assets acquired or held by the Borrower or any of its Subsidiaries in the issuance thereof), (ii) assumed Indebtedness ordinary course of business not exceeding the purchase price of such property or equipment or incurred solely for Borrowed Money and preferred stock the purpose of financing the acquisition of any Person that becomes a Subsidiary such property, equipment or other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property); (c) Indebtedness of a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and of the Borrower; provided, that such Indebtedness was not created in contemplation thereof of such merger, consolidation or investment and no do not extend to any Person other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, than the Person merged into or consolidated with the Borrower or any Wholly-Owned such Subsidiary of or acquired by the Borrower, Borrower or such Subsidiary; (iv) Non-Recourse Debt and (vd) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing hereof and listed on Schedule 7.02 (and any preferred stock existing on refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the date hereof.maturity of, the principal amount thereof)); (e) additional Indebtedness, the aggregate principal amount of which, when combined with the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries secured by any Lien permitted by Section 7.01(m), would not exceed the greater of (x) $250,000,000 and (y) 35.0% of Consolidated EBITDA for the most recent period of four consecutive fiscal quarters of the Borrower for which consolidated financial statements are available; (f) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit or similar facilities entered into in the ordinary course of business and not in support of borrowed money (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (g) Guarantees incurred in respect of Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement; (h) Indebtedness in respect of non-speculative Swap Contracts; (i) Indebtedness in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated

Subsidiary Indebtedness. Permit The Company will not permit any Significant Subsidiary (other than a Project Finance Subsidiary of its Subsidiaries, directly or an Unrestricted Subsidiary) indirectly, to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or assume, suffer to exist, Guarantee or otherwise become, be or remain liable with respect to any Indebtedness or preferred stock (other than Excluded Debt, as defined below) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of $25,000,000 plus the amount of Indebtedness outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For purposes of this Section 6.08, "Excluded Debt" shall mean (i) Indebtedness 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), owing exclusively to the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof Company or the consideration received in the issuance thereof)another Subsidiary, (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after outstanding on the date hereof, if that the Company acquires such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed with respect to and held by, and preferred stock held byproperty to be used by the Company or its Subsidiaries, the Borrower or any Wholly-Owned Subsidiary interest on which Indebtedness is exempt from Federal income tax pursuant to Section 103 of the BorrowerCode, (iv) Non-Recourse Debt and Indebtedness of any Foreign Subsidiary that is not Guaranteed by the Company or any other Subsidiary, (v) Indebtedness for Borrowed Money of Finance Subsidiaries owing to the Company or any of its Subsidiaries, (vi) Indebtedness of Finance Subsidiaries to a Person or Persons other than the Company and its Subsidiaries, provided that such Indebtedness is not Guaranteed by the Company or any of its Subsidiaries, (vii) Indebtedness of Borrowers and Subsidiary Guarantors, (viii) Indebtedness existing on the date hereofhereof and set forth on Schedule 6.08, any and Indebtedness refinancing thereof or replacing such Indebtedness (provided that such Indebtedness (A) either (x) matures after the Maturity Date or (y) has a weighted average life to maturity not less than that of the Indebtedness being refinanced and (B) contains terms and conditions in an amount respect of mandatory prepayment or redemption events and events of default and priority ranking which are not greater less favorable to the Lenders than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofIndebtedness being refinanced), or (ix) Indebtedness under this Agreement.

Subsidiary Indebtedness. Permit Permit, at any Significant time, any Subsidiary (other than of the Borrower that is not a Project Finance Subsidiary or an Unrestricted Subsidiary) Loan Party to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, assume any Indebtedness or preferred stock other than than: (a) Indebtedness owing to (i) Indebtedness for Borrowed Money the Borrower or a wholly-owned Subsidiary 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) any other Subsidiary in an aggregate principal amount not exceeding $250,000,000; provided, that such Indebtedness shall not have been transferred to any Person other than the Borrower or wholly-owned Subsidiary or any other Subsidiary, as applicable; (b) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed Indebtedness to finance the acquisition, purchase, lease, construction, repair, replacement or improvement of real property, fixed or capital property, equipment or other assets acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business not exceeding the purchase price of such property or equipment or incurred solely for Borrowed Money and preferred stock the purpose of financing the acquisition of any Person that becomes a Subsidiary such property, equipment or other assets, or Indebtedness existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property); (c) Indebtedness of a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and of the Borrower; provided, that such Indebtedness was not created in contemplation thereof of such merger, consolidation or investment and no do not extend to any Person other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, than the Person merged into or consolidated with the Borrower or any Wholly-Owned such Subsidiary of or acquired by the Borrower, Borrower or such Subsidiary; (iv) Non-Recourse Debt and (vd) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing hereof and listed on Schedule 7.02 (and any preferred stock existing on refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the date hereof.maturity of, the principal amount thereof));

Subsidiary Indebtedness. (a) Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness unless (1) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (2) at the time of any incurrence of such Indebtedness, the sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness of Subsidiaries (including the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) through (v) below), plus (y) the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on clause (n), (o) or preferred stock other than (p) of Section 7.1 or the final proviso to Section 7.1, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness for Borrowed Money in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and preferred stock which does any refinancing, refunding, renewal or extension of such Indebtedness to the extent not exceed at any time outstanding an aggregate increasing the principal amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), thereof except by the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereofaccrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, and the amount of any preferred stock will be the greater of the par value thereof refunding, renewal or the consideration received in the issuance thereofextension), (ii) assumed any Indebtedness for Borrowed Money in effect as of the Closing Date that is listed on Schedule 7.7 (and preferred stock any refinancing, refunding, renewal or extension of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforextension), (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness for Borrowed Money owed secured by Liens in reliance on clause (m) of Section 7.1, not to and held by, and preferred stock held by, the Borrower or exceed $500,000,000 in principal amount at any Wholly-Owned Subsidiary of the Borrowerone time outstanding, (iv) Non-Recourse Debt Indebtedness of a Subsidiary to the Borrower or another Subsidiary and (v) Indebtedness for Borrowed Money existing on the date hereofVerizon Acquisition Debt, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time subject to compliance with clause (n) of such refinancing and any preferred stock existing on the date hereofSection 7.1.

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness or preferred stock other than unless (a) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (b) at the time of any incurrence of such Indebtedness, the aggregate principal amount of such Indebtedness of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) through (iv) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness for Borrowed Money in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and preferred stock which any refinancing, refunding, renewal or extension of such Indebtedness that does not exceed at any time outstanding an aggregate increase the principal amount for all Significant Subsidiaries of $100,000,000 (for purposes of this clause (i), thereof except by the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereofaccrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, and the amount of any preferred stock will be the greater of the par value thereof refunding, renewal or the consideration received in the issuance thereofextension), (ii) assumed any Indebtedness for Borrowed Money in effect as of the Effective Date that is listed on Schedule 2 (and preferred stock any refinancing, refunding, renewal or extension of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable thereforextension), (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness for Borrowed Money owed secured by Liens in reliance on Section 6.01(m), not to exceed $200,000,000 at any one time outstanding and held by, and preferred stock held by, (iv) Indebtedness of a Subsidiary to the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofanother Subsidiary.

Subsidiary Indebtedness. Permit As of the end of each fiscal quarter, the Borrower will not permit any Significant Subsidiary to have outstanding any Indebtedness, except: (other than a Project Finance Subsidiary or an Unrestricted Subsidiarya) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than the Obligations; (ib) Indebtedness for Borrowed Money existing on the Effective Date and preferred stock which extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that 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 increase the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after for accrued interest, premiums, costs and expenses); provided, however, that if the date hereof, if principal amount of such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary increased (other than for accrued interest, premiums, costs and expenses), Indebtedness up to the original principal amount outstanding on the date hereof shall be permitted under this clause (b), with any increased Indebtedness to be permitted only if permitted under a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, subsequent clause of this Section 6.08; (iiic) Indebtedness for Borrowed Money owed of any Subsidiary to and held by, and preferred stock held by, the Borrower or any Wholly-Owned other Subsidiary; (d) Support Obligations by any Subsidiary of Indebtedness of the BorrowerBorrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Capital Leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (ivother than for accrued interest, premiums, costs and expenses); (f) Non-Recourse Debt Indebtedness of any Subsidiary with respect to Sale and Leaseback Transactions permitted by Section 6.03; and (vg) other Indebtedness for Borrowed Money existing on the date hereof, of any refinancing thereof in an amount not greater than the outstanding amount thereof Subsidiary so long as at the time end of such refinancing quarter, the principal amount of such Indebtedness does not, in the aggregate, exceed the greater of (i) $300,000,000 and any preferred stock existing on the date hereof.(ii) 15% of Consolidated Total Tangible Assets. ARTICLE VII

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to be a party to, guarantee, assume, create, incur, issue or otherwise be liable in any manner in connection with or suffer to exist, any Indebtedness or preferred stock other than (i) Indebtedness 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 preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the CERC 5-YEAR REVOLVING CREDIT AGREEMENT outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereof.

Subsidiary Indebtedness. Permit (A) Subsidiary Indebtedness Energizer shall ------------------------ not permit any Significant Subsidiary (other than a Project Finance Subsidiary of its Subsidiaries directly or an Unrestricted Subsidiary) indirectly to be a party to, guarantee, assume, create, incur, issue assume or otherwise be become or remain directly or indirectly liable in with respect to any manner in connection with or suffer to existIndebtedness, any Indebtedness or preferred stock other than except: (i) Indebtedness for Borrowed Money of the Subsidiaries under the Subsidiary Guaranty; (ii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of Energizer, provided such -------- Indebtedness is not incurred by Energizer in violation of this Agreement; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section ------- 7.3(E); ----- (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from Energizer to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, ------ such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section ------- 7.3(O); ------ (vii) Indebtedness with respect to surety, appeal and preferred stock which performance bonds obtained by any of Energizer's Subsidiaries in the ordinary course of business; (viii) Indebtedness incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness incurred -------- in connection therewith does not exceed $250,000,000 in the aggregate at any time time; and (ix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by Energizer's Subsidiaries; provided that no Default or ------------ -------- Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate -------- ------- outstanding an aggregate amount for of all Significant Indebtedness incurred by Energizer's Subsidiaries of $100,000,000 (for purposes of this clause other than Indebtedness incurred pursuant to clauses (i), (ii), (v), (vi) and ----------- ---- --- ---- (viii) of this Section 7.3(A)) shall not at any time exceed $250,000,000. ----- -------------- (B) Sales of Assets. Neither Energizer nor any of its Subsidiaries shall ----------------- sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (i) sales of Inventory in the ordinary course of business; (ii) the disposition in the ordinary course of business of Equipment that is obsolete, excess or no longer used or useful in Energizer's or its Subsidiaries' businesses; (iii) any transfer of an interest in Receivables, Receivables Related Security, accounts or notes receivable on a limited recourse basis under the Receivables Purchase Documents, provided that such transfer qualifies as a legal -------- sale and as a sale under Agreement Accounting Principles and that the amount of Receivables Facility Attributed Indebtedness for Borrowed Money will be the outstanding principal amount thereofdoes not exceed $250,000,000 at any one time outstanding; and (iv) sales, and the amount assignments, transfers, leases, conveyances or other dispositions of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereofother assets (other than pursuant to clauses (i), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness ----------- ---- ----- above) if such transaction (a) is for Borrowed Money owed to and held bynot less than fair market value, and preferred stock held by(b) when combined with all such other transactions (each such transaction being valued at book value) during the period from the Closing Date, the Borrower or any Wholly-Owned Subsidiary of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on to the date hereofof such proposed transaction, any refinancing thereof in an amount represents the disposition of not greater than twenty percent (20%) of Energizer's Consolidated Assets (such Consolidated Assets being calculated for the outstanding amount thereof at end of the time of fiscal year immediately preceding that in which such refinancing and any preferred stock existing on the date hereof.transaction is proposed to be entered into). (C)

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary to enter into, directly or an Unrestricted Subsidiary) to be a party toindirectly, guarantee, assume, createissue, incur, issue assume or otherwise be liable in any manner in connection with or suffer to exist, Guarantee any Indebtedness or preferred stock other than unless (iA) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, the aggregate principal amount of such Indebtedness for Borrowed Money and preferred stock which does not exceed at of Subsidiaries (including any time outstanding an aggregate amount for all Significant Subsidiaries Guarantee of $100,000,000 the Obligations but excluding Indebtedness permitted by clauses (for purposes of this clause 1) through (i4) below), when aggregated with the principal amount of Indebtedness for Borrowed Money will be secured by Liens in reliance on the outstanding principal amount thereoffinal proviso to Subsection 3.1, and shall not exceed the amount of any preferred stock will be the greater of the par value thereof or the consideration received Maximum Priority Amount at such time, except (1) Indebtedness in the issuance thereof), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence effect at the time such Person Subsidiary becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or any Wholly-Owned Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (ivand any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (2) Non-Recourse Debt any Indebtedness in effect as of the Closing Date that is listed on Schedule 3.7 (and any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Subsection 3.1(M), not to exceed $200,000,000 at any one time outstanding and (v4) Indebtedness for Borrowed Money existing on of a Subsidiary to the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereofBorrower or another Subsidiary.

Subsidiary Indebtedness. Permit any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) With respect to be a party tothe Subsidiaries, guarantee, assumeincur, create, incurissue, issue assume or otherwise be liable in any manner in connection with or suffer permit to exist, exist any Indebtedness or preferred stock other than stock, except: (ia) Indebtedness for Borrowed Money and or preferred stock which does not exceed at any time outstanding an aggregate existing on the Closing Date and having a principal amount for all Significant Subsidiaries (or, in the case of $100,000,000 (for purposes of this clause (ipreferred stock, a liquidation preference), in each case, of less than $25,000,000 and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness for Borrowed Money will be is not increased, and such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, ; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any preferred stock will be time outstanding permitted by this Section 7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed the greater of (x) $750,000,000 and (y) 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the par value thereof or aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed the consideration received in the issuance thereof), greater of (iix) assumed $750,000,000 and (y) 15% of Consolidated Net Worth; (f) Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if Closing Date; provided that (i) such Indebtedness for Borrowed Money or preferred stock is in existence exists at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) and was is not created in contemplation thereof of or in connection with such Person becoming a Subsidiary, (ii) immediately before and after such Person becomes a Subsidiary, no other Subsidiary is liable therefor, Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness for Borrowed Money owed at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and held bythen outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, and preferred stock held by, shall not exceed the Borrower or any Wholly-Owned Subsidiary greater of the Borrower, (ivx) Non-Recourse Debt $750,000,000 and (vy) 15% of Consolidated Net Worth; (g) Indebtedness for Borrowed Money existing on under performance bonds or with respect to workers’ compensation claims, in each case incurred in the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time ordinary course of such refinancing business; and any preferred stock existing on the date hereof.47

Subsidiary Indebtedness. Permit The Borrower shall not permit any Significant Subsidiary (other than a Project Finance Subsidiary of its Subsidiaries directly or an Unrestricted Subsidiary) indirectly to be a party to, guarantee, assume, create, incur, issue assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: Indebtedness of the Subsidiaries under the Subsidiary Guaranty; Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, provided such Indebtedness is not incurred by the Borrower in violation of this Agreement; Indebtedness in respect of obligations secured by Customary Permitted Liens; Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be liable expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; Indebtedness in respect of Hedging Obligations permitted under Section 7.3(O); Indebtedness with respect to surety, appeal and performance bonds obtained by any manner of the Borrower’s Subsidiaries in the ordinary course of business; Indebtedness incurred in connection with or suffer to existthe Receivables Purchase Documents, any provided, that Receivables Facility Attributed Indebtedness or preferred stock other than (i) Indebtedness for Borrowed Money and preferred stock which incurred in connection therewith does not exceed $250,000,000 in the aggregate at any time outstanding; and Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Borrower’s Subsidiaries; provided that no Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and providedfurther that the aggregate outstanding an aggregate amount for of all Significant Indebtedness incurred by the Borrower’s Subsidiaries of $100,000,000 (for purposes of this clause other than Indebtedness incurred pursuant to clauses (i), the amount of Indebtedness for Borrowed Money will be the outstanding principal amount thereof, and the amount of any preferred stock will be the greater of the par value thereof or the consideration received in the issuance thereof(ii), (ii) assumed Indebtedness for Borrowed Money and preferred stock of any Person that becomes a Subsidiary v), (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) after the date hereof, if such Indebtedness for Borrowed Money or preferred stock is in existence at the time such Person becomes a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiaryvi) and was (viii) of this Section 7.3(A)) shall not created in contemplation thereof and no other Subsidiary is liable therefor, (iii) Indebtedness for Borrowed Money owed to and held by, and preferred stock held by, the Borrower or at any Wholly-Owned Subsidiary time exceed 25% of the Borrower, (iv) Non-Recourse Debt and (v) Indebtedness for Borrowed Money existing on the date hereof, any refinancing thereof in an amount not greater than the outstanding amount thereof at the time of such refinancing and any preferred stock existing on the date hereof’s Consolidated Total Capitalization.