Common use of Borrowing Clause in Contracts

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the followingBorrower will not: (a) create, incur, assume or suffer to exist any liability for accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are aged more than one hundred eighty (180) days from the Loans, billing date or more than sixty (60) days from the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Datedue date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposespaid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (gb) [Intentionally Omitted]; andcreate, incur, assume or suffer to exist any liability for Borrowed Money ("Indebtedness") except (hi) liabilities created by or pursuant to this Agreement; (ii) existing Indebtedness on the date of this Agreement, as set forth on SCHEDULE 7.1, including any extensions or renewals of the Indebtedness (provided that there is no increase in the amount of such Indebtedness or other unsecured significant change in the terms of such Indebtedness); (iii) Indebtedness of (A) any direct or indirect subsidiary of PMC to another subsidiary of PMC, and (B) of PMC to any such subsidiary, in addition each case where such subsidiary is a Borrower under this Agreement or under one of the Affiliated Loan Agreements; (iv) Indebtedness (A) that is secured by purchase money security interests not exceeding the lesser of $3,000,000.00 or two percent (2%) of PMC's tangible assets on a consolidated basis, (B) that is incurred in connection with interest rate protection agreements, (C) that is incurred as a result of the assumption of liabilities in an acquisition, and (D) that is expressly subordinated to the Obligations pursuant to written terms reasonably acceptable to Lender, but the aggregate of all such Indebtedness listed above, described in an aggregate principal amount for all Companies this subparagraph shall not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingexceed $25,000,000.00; PROVIDED, HOWEVER, that so long as PMC's cash balance is and continues to be in excess of the Overall Maximum Loan Amount, the $25,000,000.00 limit may be increased as follows: for each one dollar ($1.00) of such excess, the maximum aggregate Indebtedness may increase by fifty cents ($0.50). (c) except as set forth on SCHEDULE 7.1, make prepayments over $1,000,000 on any existing or future indebtedness for Borrowed Money to any Person (other than Lender, to the extent permitted by this Agreement or any subsequent agreement between Borrower and Lender). Any permitted Indebtedness, prepayment or other exception set forth above shall be permitted to be created only so long as no Event of Default has occurred and is continuing under this Agreement at the time of such creation and shall be prohibited after the occurrence and during the continuance of any Event of Default.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; the Loan Documents; (b) any loans Indebtedness incurred by Borrowers or other credit granted toany Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or Capitalized Lease Obligations entered into by, improvement of any Company for fixed or capital assets after the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Closing Date that is secured by the fixed assets being purchased purchase money mortgage or leasedpurchase money security interests, so long as the combined aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Million Dollars ($20,000,000) 500,000 at any time outstanding; ; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (and any extensionrefinancings, renewal refundings, renewals or refinancing thereof but only to the extent that extensions thereof, which do not increase the principal amount thereof does not increase after or shorten the Closing Date); maturity thereof; (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party; , (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) loans toIndebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, and guaranties (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness ofof a Credit Party, a Foreign Subsidiary (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement50,000, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company A Borrower shall createrequest each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance, incur in the case of Revolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 12:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance, in the case of Revolving Credit Advances to be made in $ based upon Term ▇▇▇▇▇; and (iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed advance and within two (2) Business Days of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon the Term SOFR Rate. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Borrowing believed by ▇▇▇▇▇▇ to be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Borrowing were duly authorized, unless the responsible individual acting thereon for Lender shall have outstanding actual knowledge to the contrary. As an accommodation to Borrowers, ▇▇▇▇▇▇ may permit telephonic (which shall, promptly upon request be confirmed in writing by a Borrower), electronic, or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon telephonic, facsimile or electronic communications from a Borrower, Lender shall have no liability to Borrowers for any Indebtedness loss or damage suffered by Borrowers as a result of ▇▇▇▇▇▇’s honouring of any kind; provided that this Section 5.8 shall not apply requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to the following: (a) the Loansit telephonically, the Letters of Credit by facsimile or electronically and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured purporting to have been sent to Lender by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans toBorrowers, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement ▇▇▇▇▇▇ shall have been entered into in no duty to verify the ordinary course origin of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to any such communication or the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingidentity or authority of the Person sending it.

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any Indebtedness of liability for Indebtedness, or permit any kind; provided that this Section 5.8 shall not apply Restricted Subsidiary so to the following: do, except (ai) the Loans, the Letters of Credit and any other Indebtedness under this the Notes and the other Loan Documents, and Indebtedness under the Notes and the other Loan Documents (in each case as defined in the Other Credit Agreement; ); (bii) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for Indebtedness (including Contingent Obligations) of the purchase or lease of fixed assets (Borrower and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness Restricted Subsidiaries existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, date hereof as set forth in Part A of Schedule 5.8 hereto 8.1; (iii) Indebtedness (including Contingent Obligations) of EZ and any extensionits subsidiaries which, renewal or refinancing thereof but only to upon the extent that consummation of the EZ Acquisition, shall have been assumed by the Borrower and/or the Restricted Subsidiaries as set forth in Part B of Schedule 8.1, (iv) unsecured Indebtedness in an aggregate outstanding principal amount thereof does not increase in excess of $1,500,000 in connection with the acquisition of Property by the Borrower, provided that immediately before and after giving effect thereto all representations and warranties contained in the Closing Date); Loan Documents shall be true and correct and no Default or Event of Default shall exist; (dv) loans to, and guaranties unsecured Indebtedness of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party the Borrower in an aggregate amount not to exceed Fifteen Million Dollars in excess of $7,500,000 in connection with the issuance of standby letters of credit for the account of the Borrower; ($15,000,000) at any time outstanding; (fvi) Indebtedness under any Hedge Agreementof the Borrower evidenced by (A) the ARS Subordinated Indenture Notes, so long as such Hedge Agreement shall have been entered into (B) the 1996 Exchange Subordinated Indenture Notes and the 1997 Exchange Subordinated Indenture Notes, provided that, in the ordinary course case of business this clause (B), immediately before and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition after giving effect to the incurrence thereof, no Default or Event of Default shall exist, and (C) after the consummation of the EZ Acquisition, the EZ Indenture Notes; (vii) Indebtedness listed of the Restricted Subsidiaries evidenced by the ARS Subordinated Indenture Subsidiary Guaranty and, after the consummation of the EZ Acquisition, the EZ Indenture Subsidiary Guaranty; (viii) Permitted Subordinated Debt; (ix) refinancings of any Indebtedness permitted under clause (ii), (iii), (iv) or (v) above with Indebtedness permitted under clause (i) or (viii) above; and (x) refinancings of any Indebtedness permitted under clause (vi), in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000vii) at any time outstandingor (viii) above with other Indebtedness permitted under clause (viii) above.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that that, this Section 5.8 shall not apply to the following, to the extent the following are not otherwise prohibited by the Senior Notes Documents: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as (i) the Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to such loans and Capitalized Lease Obligations, (ii) no Default or Event of Default shall exist at the time any such loan or Capitalized Lease Obligation is incurred, or immediately thereafter shall begin to exist, (iii) the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase (other than by the addition of any capitalized interest and refinancing expenses) after the Closing DateDate and such terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced), and any extension, renewal or refinancing of any other Indebtedness permitted under this Section 5.8, but only to the extent that the principal amount thereof does not increase (other than by the addition of any capitalized interest and refinancing expenses), such Indebtedness has a maturity date later than or equal to the final maturity and a longer or equal weighted average life than the Indebtedness being renewed or refinanced, and such terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced; (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is Credit Party to a Credit Party; provided that (i) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien in favor of Agent and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that is in any case, satisfactory to Agent; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness arising in the ordinary course of business of the Companies in connection with Bank Products, provided that as to corporate credit card programs of the Companies, such Indebtedness shall not exceed an aggregate amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000); (g) [Intentionally Omitted]Permitted Foreign Subsidiary Loans, Guaranties and Investments; (h) Indebtedness incurred in connection with the Senior Notes, in an aggregate amount not to exceed Three Hundred Million Dollars ($300,000,000); (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds arising in the ordinary course of business and upon terms typical to the industry; provided that this subpart (i) shall not include guaranties for borrowed money; (j) Indebtedness incurred in connection with a financing arrangement of accounts receivable of a Foreign Subsidiary, secured solely by the applicable specific accounts receivable of such Foreign Subsidiary, in an aggregate amount not to exceed, for all Companies, Thirty Million Dollars ($30,000,000), subject to such terms, conditions and documentation acceptable to the Agent in its reasonable credit judgment; (k) Indebtedness of Gichner to Raytheon consisting of the aggregate amount of Raytheon Progress Payments actually received by Gichner from Raytheon that have not been liquidated pursuant to the applicable Raytheon Purchase Order; and (hl) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000), with respect to (i) at Indebtedness incurred in connection with the issuance of Additional Notes under the Indenture Documents, (ii) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to the Agent, and on terms reasonably satisfactory to the Agent, and (iii) other unsecured Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to the Agent, and on terms reasonably satisfactory to the Agent; so long as, in each case, as of the date such additional Indebtedness is incurred, (A) the Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to the incurrence of such Indebtedness, and (B) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist. Notwithstanding anything in this Section 5.8 to the contrary, the Borrower shall not, without the prior written consent of the Agent and the Required Lenders, (a) incur Indebtedness in reliance upon or pursuant to Section 4.08(c)(15) of the Senior Notes Indenture or (b) classify or reclassify any time outstandingitem of Indebtedness to be Indebtedness permitted or otherwise covered by Section 4.08(c)(15) of the Senior Notes Indenture.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Fifty Million Dollars ($20,000,00050,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Date as set forth in on Schedule 5.8 5.08 hereto (and any extension, renewal renewal, replacement or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or refinancing) after the Closing Effective Date); (d) loans to, and guaranties Indebtedness of Indebtedness of, a Company from a Company so long as each such Company is a Domestic Credit Party to any other Domestic Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andsecured Indebtedness of a Foreign Subsidiary (other than pursuant to this Agreement) in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) other unsecured IndebtednessPermitted Unsecured Notes, in addition to so long as the net cash proceeds received by the Parent from the issuance of such Indebtedness listed aboveis used for the substantially concurrent prepayment of Revolving Loans; (i) Permitted Convertible Notes, in an aggregate principal amount for all Companies not to exceed Twenty Three Hundred Million Dollars ($20,000,000300,000,000) at any time outstanding; and (j) other unsecured Indebtedness (including, without limitation, unsecured Subordinated Indebtedness) of a Company, in addition to the Indebtedness listed above, so long as the aggregate principal amount of such Indebtedness for all Companies incurred during such time as the Parent is not in compliance with the Adjusted Covenant Requirement does not exceed Twenty Five Million Dollars ($25,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) loans to a Company pursuant to state or other Governmental Authority industrial revenue bond financing, so long as the aggregate principal amount of all such financing for all Companies, when combined with Indebtedness permitted under subsection (b) hereof, shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (g) [Intentionally Omitted]Permitted Mexican Subsidiary Loans and Investments; (h) Indebtedness resulting from the financing of insurance premiums (with an insurance premium financing company) in the ordinary course of business; (i) Indebtedness of a Company that was initially indebtedness of a target entity that was acquired by one or more Credit Parties pursuant to an Acquisition permitted pursuant to Section 5.13 hereof, so long as (i) such Indebtedness was not incurred in anticipation of such Acquisition, and (ii) such Indebtedness is unsecured except as expressly permitted pursuant to Section 5.9(viii) hereof; and (hj) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Two Hundred Fifty Thousand Dollars ($20,000,000250,000) at any time outstanding.

Borrowing. No Company (i) Each Borrowing of a Loan (each, a “Borrowing”) shall createbe made upon the Borrowers’ irrevocable written notice delivered to Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable to Agent, incur or have outstanding any Indebtedness of any kind; provided which notice must be received by Agent prior to 12:00 p.m. (New York time) on the date that this Section 5.8 shall not apply is at least seven (7) Business Day prior to the followingrequested Borrowing date (or such shorter time period as agreed by the Required Lenders). (ii) Such Notice of Borrowing shall specify: (aA) the Loansamount of the Borrowing, the Letters of Credit and any other Indebtedness under this Agreement;which shall be: (b1) any loans or other credit granted tothe initial 2nd Tranche DDTL, or Capitalized Lease Obligations entered into byin the aggregate amount of up to $61,000,000 (the “Initial 2nd Tranche Draw”); provided that, any Company for the purchase or lease of fixed assets (and refinancings up to $6,000,000 of such loansInitial 2nd Tranche Draw may be, credit or Capitalized Lease Obligations)with the consent of Blockchain, which loans, credit and Capitalized Lease Obligations shall only be secured by drawn separately in a Borrowing in advance of the fixed assets being purchased or leased, so long as remainder of such $61,000,000 maximum amount (such $6,000,000 amount the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date“Discretionary 2nd Tranche Draw”); (d2) loans towith respect to the subsequent 2nd Tranche DDTL, and guaranties in the aggregate amount of Indebtedness ofup to $28,000,000 (or such lesser remaining amount of the 2nd Tranche DDTL Commitments as shall remain after giving effect to any DDTL Reduction) (the “Subsequent 2nd Tranche Draw”); provided that, a Company from a Company so long as each such Company is a Credit Party;amount shall include any Net Funded Amount required to pay the Origination Fee to the extent not otherwise paid in advance of or concurrently with such Borrowing; and (e3) loans towith respect to any 3rd Tranche DDTL or 4th Tranche DDTL, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount that is an integral multiple of $5,000,000 but in an event not to exceed Fifteen Million Dollars less than $5,000,000 (or if less, the remaining 3rd Tranche DDTL Commitment) and not greater than $15,000,000) at any time outstanding50,000,000; (fB) Indebtedness under any Hedge Agreementthe requested Borrowing date, so long as such Hedge Agreement which shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]be a Business Day; and (hC) other unsecured Indebtednessthe wire instructions for the account or accounts of Borrowers to which funds should be sent. (iii) Notwithstanding anything herein, (i) no more than an aggregate amount of $200,000,000 3rd Tranche DDTLs and 4th Tranche DDTLs may be drawn in addition the fiscal quarter in which the SPAC Transaction occurs, and (ii) no more than an aggregate amount of $100,000,000 3rd Tranche DDTLs and 4th Tranche DDTLs may be drawn in any subsequent fiscal quarter; provided that, for the avoidance of doubt, drawing 2nd Tranche DDTLs in any fiscal quarter shall not impair the ability to thereafter borrow up to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingof 3rd Tranche DDTLs and 4th Tranche DDTLs specified herein during such same quarter.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit, the IDRB Letter of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Five Hundred Thousand Dollars ($20,000,000500,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is Core Molding or a Credit PartyDomestic Guarantor of Payment; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gf) [Intentionally Omitted]Permitted Foreign Subsidiary Loans and Investments, so long as no Default or Event of Default shall then exist or would result therefrom; and (hg) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Five Hundred Thousand Dollars ($20,000,000500,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Forty Million Dollars ($20,000,00040,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Date as set forth in on Schedule 5.8 5.08 hereto (and any extension, renewal renewal, replacement or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or refinancing) after the Closing Effective Date); (d) loans to, and guaranties Indebtedness of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party to any other Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andsecured Indebtedness of a Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) other unsecured Subordinated Indebtedness, in addition with terms reasonably acceptable to the Indebtedness listed aboveAdministrative Agent and the Required Lenders, in an aggregate principal amount for all Companies not to exceed Twenty Two Hundred Fifty Million Dollars ($20,000,000250,000,000) at any time outstanding; and (i) other unsecured Indebtedness of a Company, in addition to the Indebtedness listed above, so long as the aggregate principal amount of such Indebtedness for all Companies incurred during such time as the Borrower is not in compliance with the Adjusted Covenant Requirement does not exceed Fifty Million Dollars ($50,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations or Synthetic Leases entered into by, any Company for the purchase or lease of fixed or capital assets (and refinancings of such loansSynthetic Leases, credit loans or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations and Synthetic Leases shall only be secured by the fixed or capital assets being purchased or leased, so long as (i) the aggregate principal amount of all such loans and loans, Capitalized Lease Obligations and Synthetic Leases for all Companies shall not exceed Twenty Thirty-Five Million Dollars ($20,000,00035,000,000) at any time outstandingoutstanding (as calculated using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Leases, and using the present value, based on the implicit interest rate, in lieu of principal amount, in the case of any Synthetic Lease), and (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); provided that, if the similar schedule delivered on the Interim Closing Date reflected an aggregate amount of Indebtedness in excess of the Indebtedness reflected on Schedule 5.8 hereto as of the Closing Date, then any such excess shall reduce the amount of Indebtedness permitted to be incurred by the Companies pursuant to subsection (h) hereof; (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andunsecured Indebtedness of Gibraltar in connection with the notes (including any replacement or exchange notes) issued pursuant to the Subordinated Indenture, so long as (i) all of such Indebtedness shall be Subordinated at all times, and (ii) the aggregate principal amount of such Indebtedness shall not exceed Three Hundred Fifty-Four Million Dollars ($354,000,000) at any time outstanding; (h) other unsecured Indebtedness, in addition to the Indebtedness listed above (but subject to the proviso in subsection (c) above), in an aggregate principal amount for all Companies not to exceed Twenty Seventy-Five Million Dollars ($20,000,00075,000,000) at any time outstanding, so long as, at the time of any incurrence thereof, and after giving effect thereto, (i) Borrowers shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, (ii) such Indebtedness shall not constitute “Designated Senior Indebtedness” or “Guarantor Designated Senior Indebtedness” under the Subordinated Indenture, and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; or (i) other unsecured Subordinated Indebtedness, in addition to the Indebtedness listed above, so long as (i) no Default or Event of Default shall then exist or immediately after incurring any of such Indebtedness will exist, (ii) all of such Indebtedness shall be Subordinated at all times, (iii) Borrowers shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, and (iv) the terms of all such Indebtedness are acceptable to Agent and the Required Lenders in their discretion; provided that, if such Subordinated Indebtedness is incurred, and owed to a seller, in connection with an Acquisition made pursuant to Section 5.13 hereof, only subpart (ii) above shall apply with respect to such Subordinated Indebtedness.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstandingleased ; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (e) Indebtedness incurred by Foreign Subsidiaries in an aggregate amount not to exceed, for all such Indebtedness of all Foreign Subsidiaries, the greater of (i) seven and one-half percent (7.5%) of Consolidated total assets of Borrower, or (ii) Twenty-Five Million Dollars ($25,000,000) at any time outstanding; (f) any loans from a Company to a Company permitted under Section 5.11 hereof; (g) [Intentionally Omitted]Indebtedness of a Foreign Subsidiary under an accounts receivable facility whereby no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any other Company (subject to the proviso in subsection (e) hereof) and no Company (other than such Foreign Subsidiary) provides, either directly or indirectly, any credit support of any kind (other than a guaranty permitted under subsection (e) hereof) in connection with such facility; (h) Subordinated Indebtedness with terms and documentation in form and substance acceptable to Agent; (i) loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters; (j) loans to a joint venture (in which a Company holds an equity interest) in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of such joint venture for the most recently completed four fiscal quarters; (k) Indebtedness of a Company that has been acquired by the Companies pursuant to Section 5.13 hereof, which Indebtedness (i) is not secured, except by a security interest permitted under Section 5.9(h) hereof, and (ii) was not incurred in anticipation of such Acquisition; (l) Indebtedness of a Company incurred pursuant to synthetic leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company which may constitute Indebtedness until the completion of the tasks related to such grants; provided, however, that all such Indebtedness must be either (i) unsecured, (ii) only secured by the fixed assets purchased with proceeds from such Indebtedness, or (iii) secured with assets (other than fixed assets) that are specifically related to the “project” that is the subject of the grant or financing, securing no more than the aggregate amount, for all such Indebtedness of all Companies, of Five Million Dollars ($5,000,000) at any time outstanding; (n) Indebtedness not otherwise described in or subject to subparts (a) through (k) hereof in an aggregate principal amount not to exceed the greater of (i) two percent (2%) of Consolidated total assets of Borrower, or (ii) Five Million Dollars ($5,000,000) at any time outstanding; and (ho) other unsecured Indebtedness, in addition to the Indebtedness listed above, so long as (i) the maturity date (and earliest possible put date) of such Indebtedness is at least thirty (30) days after the last day of the Commitment Period, and (ii) the Companies are in an aggregate principal amount for all Companies not compliance (and in pro forma compliance after giving effect to exceed Twenty Million Dollars ($20,000,000such Indebtedness) at any time outstandingwith the provisions of Section 5.7 hereof.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; (b) any loans granted to or other credit granted to, or Capitalized Lease Obligations capital leases entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligationscapital leases), which loans, credit loans and Capitalized Lease Obligations capital leases shall only be secured by the fixed assets being purchased or leasedpurchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations leases for all Companies shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gf) [Intentionally Omitted]other Subordinated Indebtedness, in additional to Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto, up to an aggregate principal amount for all Companies not to exceed Ten Million Dollars ($10,000,000) at any time outstanding, so long as such Subordinated Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; and (hg) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Fifteen Million Dollars ($20,000,00015,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans, Guaranties and Investments; (g) [Intentionally Omitted]; andunsecured Subordinated Indebtedness with subordination terms reasonably satisfactory to Agent, so long as (i) the aggregate principal amount of all Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding, and (ii) such Subordinated Indebtedness is permitted under the Convertible Subordinated Note Agreement and the Convertible Subordinated Notes; (h) other unsecured Indebtedness (that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, in addition to the Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars ($3,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Convertible Subordinated Note Agreement and the Convertible Subordinated Notes; and (i) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Convertible Subordinated Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on as of the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does not increase after the Closing DateDate or a reduction of more than 10% in the remaining weighted average life to maturity thereof (computed in accordance with standard financial practice)); (c) (i) capital leases of any Company for the lease of fixed assets, and (ii) additional Indebtedness of the Subsidiaries to any Person (other than another Company) so long as the aggregate principal amount of all such Indebtedness, for all Companies, outstanding at any time pursuant to this subpart (c) does not exceed an amount equal to twenty percent (20%) of Consolidated Net Worth, based upon the financial statements of Borrower for the most recently completed fiscal quarter; (d) loans to, and guaranties of Indebtedness of, by a Company from a (other than the Receivables Subsidiary) to another Company so long as each such Company is a Credit Party(other than the Receivables Subsidiary); (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, ; (i) Indebtedness of the Receivables Subsidiary in connection with the Permitted Receivables Facility so long as such Hedge Agreement shall have been entered into the funded amount, together with any other Indebtedness thereunder, does not exceed One Hundred Million Dollars ($100,000,000) at any time, and (ii) Indebtedness in the ordinary course form of business and not unpaid purchase price for speculative purposesReceivables Related Assets owing from the Receivables Subsidiary to Borrower; (g) [Intentionally Omitted]; and (h) other additional unsecured IndebtednessIndebtedness of Borrower, in addition to the extent not otherwise permitted pursuant to subparts (a) through (f) hereof, so long as (i) both prior to the incurrence of any such Indebtedness listed aboveand after giving effect thereto, Borrower shall be in an aggregate principal amount for all Companies not compliance with Section 5.7(a) hereof, and (ii) no Event of Default shall exist or immediately thereafter shall begin to exceed Twenty Million Dollars ($20,000,000) at any time outstandingexist.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided that this Section 5.8 liability for Borrowed Money without Lender's prior written consent, which consent shall not apply to be unreasonably withheld. Notwithstanding the foregoing, Borrower may incur the following: : (ai) the Loans, the Letters indebtedness to Lender; (ii) indebtedness of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Borrower secured by mortgages, encumbrances or liens expressly permitted by section 7.3; (iii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans billing date and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be that were incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (iv) borrowings incurred in the ordinary course of its business and not for speculative purposes; exceeding $100,000.00 in the aggregate outstanding at any one time; (gv) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies borrowed money not to exceed Twenty Million Dollars ($20,000,000) 250,000.00 in the aggregate outstanding at any one time outstandingincurred by Borrower or a subsidiary after the Closing Date; (vi) purchase money debt, finance or capital leases incurred in the ordinary course of business with respect to assets acquired by Borrower or a subsidiary after the Closing Date, provided that (A) each such purchase money, finance or capital lease arrangement does not exceed the cost of the assets acquired or leased; and (B) any lien securing such purchase money, finance or capital lease arrangement does not extend to the Collateral or any assets or property other than that purchased or leased; (vii) indebtedness for borrowed money as set forth on SCHEDULE 7.1 of this Agreement and replacements, refinancings and relendings thereof;. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money to any person (other than Lender, to the extent permitted by this Agreement or any subsequent agreement between Borrower and Lender).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Fifteen Million Dollars ($20,000,00015,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andunsecured Subordinated Indebtedness with subordination terms reasonably satisfactory to Agent, so long as (i) the aggregate principal amount of all Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding, and (ii) such Subordinated Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; (h) other unsecured Indebtedness (that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, in addition to the Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars ($3,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; and (i) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First ClosingFirst Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leasedpurchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gf) [Intentionally Omitted]Permitted Foreign Subsidiary Loans and Investments; and (hg) other additional unsecured Indebtedness, in addition to so long as the Indebtedness listed above, in an aggregate principal amount of all such Indebtedness for all Companies shall not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding, provided that the financial covenants and defaults under the agreements relating to such Indebtedness (for an aggregate amount of Indebtedness over One Million Dollars ($1,000,000)) shall not be more restrictive than any such provisions of this Agreement.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreementto Lender or any affiliate of Lender; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Five Hundred Thousand Dollars ($20,000,000500,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness owing to ▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇ Note, in an aggregate principal amount not to exceed One Million Two Hundred Ninety-Nine Thousand Six Hundred Seventy-Nine and 63/100 Dollars ($1,299,679.63), so long as such Indebtedness is subject to the Intercreditor and Lien Subordination Agreement; (g) [Intentionally Omitted]the Goldman Associates Short-Term Subordinated Indebtedness; (h) unsecured Subordinated Indebtedness owing to (i) Goldman Associates, in an aggregate principal amount (excluding any Goldman Associates Short-Term Subordinated Indebtedness) not to exceed Seven Hundred Ninety Thousand Dollars ($790,000), and (ii) the Investor Subordinated Creditors (other than Goldman Associates), in an aggregate principal amount not to exceed Two Hundred Seventy Thousand Dollars ($270,000), so long as, in each case, such Subordinated Indebtedness is subject to a Subordination Agreement acceptable to Lender; and (hi) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million at any time outstanding Fifty Thousand Dollars ($20,000,000) at any time outstanding50,000).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, Indebtedness incurred by Foreign Subsidiaries (in addition to the Indebtedness permitted pursuant to subparts (a) and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (eh) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party hereof) in an aggregate amount not to exceed Fifteen exceed, for all such Indebtedness of all Foreign Subsidiaries, the greater of (i) seven and one-half percent (7.5%) of Consolidated Total Assets, or (ii) Twenty-Five Million Dollars ($15,000,00025,000,000) at any time outstanding; (e) any loans from a Company to a Company permitted under Section 5.11 hereof; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]Indebtedness of a Foreign Subsidiary under an accounts receivable facility, in an aggregate amount for all such facilities of all Foreign Subsidiaries not to exceed Twenty Million Dollars ($20,000,000), so long as no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any Credit Party and no Credit Party provides, either directly or indirectly, any credit support of any kind in connection with such facility; (h) Subordinated Indebtedness, so long as (i) the Companies are in compliance (and in pro forma compliance after giving effect to such Subordinated Indebtedness) with the provisions of Article V hereof, (ii) the documentation with respect to such Subordinated Indebtedness is in form and substance reasonably acceptable to Agent (and, if the aggregate amount of such Subordinated Indebtedness is in excess of Ten Million Dollars ($10,000,000), the Required Lenders), as determined by Agent and, if applicable, the Required Lenders, prior to the incurrence of such Subordinated Indebtedness, (iii) the maturity date (and earliest possible put date) of such Subordinated Indebtedness is at least thirty (30) days after the last day of the Commitment Period, and (iv) prior to the incurrence of such Subordinated Indebtedness, if the aggregate amount of all Subordinated Indebtedness of the Foreign Subsidiaries exceeds (or will exceed, after the incurrence of such Subordinated Indebtedness) Ten Million Dollars ($10,000,000), each Foreign Subsidiary that is directly or indirectly liable for such Subordinated Indebtedness shall either become a Foreign Borrower or Foreign Guarantor, as appropriate, in the discretion of Agent, in consultation with US Borrower; (i) loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding not to exceed the greater of (i) twenty percent (20%) of the net revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters, and (ii) Twenty Million Dollars ($20,000,000); (j) loans to a joint venture (in which one or more Companies own an equity interest) in an aggregate amount at any time outstanding not to exceed the greater of (i) twenty percent (20%) of the net revenues of such joint venture for the most recently completed four fiscal quarters, and (ii) the total, for all such joint ventures, of Twenty Million Dollars ($20,000,000); (k) Indebtedness of a Company that was initially indebtedness of a target entity that has been acquired by the Companies pursuant to Section 5.13 hereof and that becomes Indebtedness of a Company through a merger of the target into a Company, so long as (i) such Indebtedness was not incurred in anticipation of such Acquisition, or (ii) if any such Indebtedness was incurred by a target entity (or entities) in anticipation of an Acquisition, the aggregate amount of all such Indebtedness for all Companies (with respect to all such Acquisitions) outstanding at any time (that in each case is outstanding beyond thirty (30) days after the relevant Indebtedness was acquired by the Companies) shall not exceed Twenty Million Dollars; (l) Indebtedness of a Company incurred pursuant to Synthetic Leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company; (n) Indebtedness not otherwise described in or subject to subparts (a) through (m) hereof in an aggregate principal amount not to exceed the greater of (i) five percent (5%) of Consolidated total assets of US Borrower, or (ii) Five Million Dollars ($5,000,000) at any time outstanding; and (ho) other unsecured Indebtedness, in addition to the Indebtedness listed above, so long as (i) the maturity date (and earliest possible put date) of such Indebtedness is at least thirty (30) days after the last day of the Commitment Period, (ii) the Companies are in an aggregate principal compliance (and in pro forma compliance after giving effect to such Indebtedness) with the provisions of Section 5.7 hereof, and (iii) if the amount for all Companies not of such Indebtedness is equal to exceed Twenty or greater than Ten Million Dollars ($20,000,000) at any time outstanding10,000,000), such Indebtedness is created pursuant to documentation in form and substance reasonably satisfactory to Agent.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this AgreementAgreement and the other Loan Documents; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company after the date of this Agreement for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding, subject in each case to the provisions of Section 1.2(c); (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (e) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or cash management services, in each case, in an amount not to exceed Five Million Dollars ($5,000,000) outstanding at any one time; (f) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is not a Credit Party; (g) [Intentionally Omitted]; and(i) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party (including intercompany loans from Parent to Avid (utilizing past, current, or future equity proceeds raised by Parent) and intercompany loans from Avid to Parent to be used by Parent for its expenses (including legal, accounting and filing costs and other overhead expenses)), and (ii) loans to, and guaranties of Indebtedness of, a Company that is not a Credit Party from a Company that is a Credit Party so long as the aggregate outstanding principal amount thereof does not exceed One Million Dollars ($1,000,000) at any time; (h) other unsecured Indebtedness, in addition (i) arising under Convertible Debt Securities issued on or after the Closing Date, so long as (A) the aggregate outstanding principal amount of such Indebtedness does not exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding, (B) the stated maturity date for such Indebtedness shall be no earlier than ninety (90) days after the end of the Commitment Period, (C) the principal amount of such Indebtedness shall not be subject to any regularly scheduled amortization or sinking fund payments prior to the maturity date described in clause (B) above (provided, for the avoidance of doubt, interest-only payments are permitted if in accordance with Section 5.15(c) hereof), and (ii) and any extension, renewal or refinancing of such Convertible Debt Securities but only to the extent that the principal amount thereof, when combined with all other Convertible Debt Securities issued pursuant to this subpart (h), does not exceed Two Hundred Fifty Million Dollars ($250,000,000); (i) Indebtedness listed aboveincurred in connection with cash collateralized letters of credit (other than Letters of Credit issued under the Revolving Credit Commitment) in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any time outstanding; (j) Indebtedness incurred by a Company arising from (i) investments permitted pursuant to Sections 5.11(vi) and (viii) hereof, (ii) agreements providing for indemnification, adjustment of purchase price or similar obligations, (iii) guaranties or letters of credit, surety bonds or performance bonds incurred in the ordinary course of business in connection with bonding requirements of Financial Services Laws, and (iv) agreements providing for indemnification or performance obligations, guaranties or letters of credit, surety bonds or performance bonds, or other related commitments incurred in the ordinary course of business, and including in connection with the provision of money movement services provided by Avid or another Company or in connection with Invoice Accelerator Products and Spend Management, including third party services providers including financial institutions, commercial card issuers, and check printers, securing the performance of a Company pursuant to contractual obligations, in connection with transactions not prohibited hereunder; (k) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and not in connection with an Acquisition permitted hereunder; (l) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (m) guaranties in the ordinary course of business of the obligations of buyers, suppliers, franchisees and licensees of a Company, including those relating to the provision of money movement services provided by Avid or another Company; (n) Indebtedness consisting of the financing of insurance premiums of a Company in the ordinary course of business so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (o) the ▇▇▇▇▇▇▇▇ Properties Seller Debt in an aggregate principal amount not to exceed Seventeen Million Two Hundred Thousand Dollars ($17,200,000), together with any interest or other amounts accruing thereon in accordance with the terms and conditions of the ▇▇▇▇▇▇▇▇ Properties Seller Notes; (p) Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, and on terms reasonably satisfactory to the Administrative Agent, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding (or such greater amount agreed to in writing by the Required Lenders); (i) earn-outs (or other deferred payments) incurred in connection with Acquisitions permitted hereunder in an amount not to exceed Seventy-Five Million Dollars ($75,000,000) during the Commitment Period in the aggregate for all Acquisitions permitted hereunder, and (ii) Indebtedness assumed or refinanced in connection with an Acquisition permitted hereunder not to exceed an aggregate principal amount of Twenty Million Dollars ($20,000,000) at any time outstanding.; provided that, in with respect to the foregoing clause (ii), such underlying Indebtedness was not incurred as a result of, or in contemplation of, such Acquisition permitted hereunder; (r) other unsecured Indebtedness, in addition to the Indebtedness listed above and below, in an aggregate principal amount for all Companies not to exceed Twenty-Five Million Dollars ($25,000,000) at any time outstanding; (s) Indebtedness incurred in connection with cash management services of the Companies to support ordinary course of business transaction processing of the Companies in connection with the Companies’ Spend Management (or related successor) product in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) outstanding at any one time (or such greater amount agreed to in writing by the Administrative Agent, in its sole discretion); (t) in addition to the Indebtedness listed in subpart (s) above, Indebtedness incurred in connection with cash management services of the Companies to support ordinary course of business transaction processing of the Companies in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000) outstanding at any one time (or such greater amount agreed to in writing by the Administrative Agent, in its sole discretion); and (u) Indebtedness incurred in connection with a Company’s buyout of the HQ Lease and/or purchase of the premises that are the subject of the HQ Lease as permitted pursuant to

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and all other Indebtedness owing by Borrower or any other Indebtedness Credit Party to Agent and the Banks under this AgreementAgreement or any other Loan Document; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum principal amount of Indebtedness permitted by this subpart (d) shall, when aggregated with the principal amount of any Indebtedness outstanding under Sections 5.8(e) and 5.8(j) hereof, not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans Indebtedness, when aggregated with any Indebtedness outstanding under Sections 5.8(d) and Capitalized Lease Obligations for all Companies shall 5.8(j) hereof, does not exceed Twenty One Hundred Seventy-Five Million Dollars ($20,000,000175,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; andprovided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) other unsecured Indebtedness, in addition Indebtedness arising pursuant to the deferment of payment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness listed aboveincurred by a Company in connection with any Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (excluding Capital Leases between Borrower or a Guarantor of Payment and a Guarantor of Payment) does not exceed Seventy-Five Million Dollars ($75,000,000) at any time; (j) any (i) unsecured Indebtedness of Borrower in an aggregate principal amount for all Companies outstanding not to exceed Twenty Thirty-Five Million Dollars ($20,000,00035,000,000) and (ii) unsecured Subordinated Indebtedness of Borrower, in each case, incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.13 hereof, so long as the aggregate outstanding amount of all such Indebtedness for all such Acquisitions does not, when aggregated with the principal amount of any Indebtedness outstanding under Sections 5.8(d) and 5.8(e) hereof, exceed One Hundred Seventy-Five Million Dollars ($175,000,000) at any time outstandingtime; (k) unsecured Indebtedness issued pursuant to the Senior Note Purchase Agreements, in, and all guaranties by any Company of such Indebtedness, so long as the aggregate outstanding principal amount of all such Indebtedness, without duplication, does not exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time; (l) Indebtedness incurred under a Permitted Receivables Facility, so long as the aggregate outstanding amount of such Indebtedness does not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) at any time.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness liability for borrowed money except: (i) indebtedness to Lender, together with any refinancing, renewal or extension thereof; (ii) indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Borrower secured by the fixed assets being purchased mortgages, encumbrances or leasedliens permitted by Section 11(b) together with any refinancing, renewal or extension thereof so long as the aggregate principal amount and material terms of all such loans indebtedness are not increased or worsened thereby; (iii) accounts payable to trade creditors and Capitalized Lease Obligations current operating expenses (other than for all Companies shall borrowed money) which are not exceed Twenty Million Dollars aged more than one hundred twenty ($20,000,000120) at any time outstanding; calendar days from the billing date or more than thirty (c30) calendar days from the Indebtedness existing on the First Amendment Effective Datedue date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (giv) [Intentionally Omitted]; and (hthe indebtedness set forth on Schedule 11(a) other unsecured Indebtednesstogether with any refinancing, in addition to renewal or extension thereof so long as the Indebtedness listed above, in an aggregate principal amount for all Companies and material terms of such indebtedness are not increased or worsened thereby; and (v) to exceed Twenty Million Dollars the extent not included in subparagraphs (i)-(iv) above, borrowings incurred in the ordinary course of its business and not and not exceeding $20,000,000) 500,000 in the aggregate outstanding at any time outstandingone time. Borrower will not make prepayments on any existing or future indebtedness for borrowed money to any third person or entity (other than Lender, to the extent permitted by this Note or any subsequent agreement between Borrower and Lender).”

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under incurred to Agent or the Lenders pursuant to this Agreement; (b) Indebtedness in connection with any loans or other credit granted toApproved Derivatives Contract; (c) Indebtedness (including any capital lease obligation, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (but excluding Permitted Foreign Subsidiary Loans and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Investments) secured by the fixed assets being purchased Liens described in and permitted pursuant to Sections 5.09(f) and (k) hereof; (d) loans to a Domestic Company from a Domestic Company; (e) Permitted Foreign Subsidiary Loans and Investments; (f) Indebtedness constituting Permitted Third Party Investments; (g) Permitted Insurance Subsidiary Loans and Investments; (h) Indebtedness of the Companies evidenced by the Senior Notes and the Senior Note Guaranty executed and delivered to the Senior Note Holders pursuant to the Senior Note Purchase Agreement, provided that no Company (other than Borrower and the Guarantors of Payment) shall be liable, whether directly or leasedindirectly, for any part of such Indebtedness; (i) unsecured Indebtedness of any Domestic Company, provided that (i) in the case of any Material Indebtedness, the covenants and agreements relating to such Material Indebtedness are, in the reasonable opinion of Agent, not more restrictive than the covenants and agreements set forth in this Agreement, (ii) Borrower shall be in pro forma compliance with Section 5.07 hereof after giving effect to the incurrence of such Indebtedness, and (iii) if any such Indebtedness is to be Subordinated Indebtedness, such Subordinated Indebtedness shall be subject to a subordination agreement or other subordination provisions satisfactory to Agent and the Required Lenders; (j) Indebtedness incurred in connection with the issuance of (i) $3,000,000 Spartenburg County, South Carolina, Industrial Revenue Bonds, Series 1989 (Isomedix Operations, Inc. Project), or (ii) $8,000,000 City of El Paso Industrial Development Authority, Incorporated, Variable Rate Demand Industrial Development Revenue Bonds, Series 1988 (Isomedix Operations, Inc. Project), so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth clause (i) or (ii) is not increased in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to excess of the extent that the principal amount thereof does not increase after outstanding on the Closing Date);; or (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (fk) Indebtedness of the Receivables Subsidiary (i) under any Hedge Agreementthe Permitted Receivables Facility, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and funded amount, together with any other Indebtedness thereunder, does not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) 100,000,000 at any time outstandingand (ii) to any Domestic Subsidiary in connection with the Permitted Receivables Facility.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: : (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; ; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding; ; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); ; (d) loans toIndebtedness of any Person in existence on the date on which such Person becomes a Company, and guaranties of Indebtedness of, a Company from a Company so long as each (i) such Indebtedness is not incurred or created in connection with such Person becoming a Company, (ii) no other Company has any obligation with respect to such Indebtedness, (iii) none of the properties of the Companies thereof is a Credit Party; bound with respect to 87 such Indebtedness and (iv) the aggregate principal amount of all such Indebtedness permitted by this subpart (d) shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in from any other Credit Party; (f) Indebtedness owed by any Subsidiary of any Credit Party to any Credit Party and guarantees by any Credit Party of the Indebtedness of any such Subsidiary, so long as the principal amount of such Indebtedness and guarantees, when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(h) hereof, does not exceed an aggregate amount not to exceed Fifteen of Ten Million Dollars ($15,000,00010,000,000) at any time outstanding; ; provided that no additional such Indebtedness shall be incurred and no additional such guarantees shall be made during the continuance of an Event of Default; (fg) Indebtedness owed by any Company that is not a Credit Party to any other Company that is not a Credit Party and guarantees by any such Company of the Indebtedness of any other Company that is not a Credit Party; (h) Indebtedness of any Subsidiary of any Credit Party to the holders (or their respective Affiliates) of the equity interests in such Subsidiary on a basis that is substantially proportionate to their equity interests (with any disproportionately large interest received by any Credit Party or any of its respective Subsidiaries or any disproportionately small interest received by any Person other than such Credit Party or any such Subsidiary, being ignored for this purpose), so long as the principal amount of such Indebtedness owed to any Credit Party, when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(f) hereof, does not exceed an aggregate amount of Ten Million Dollars ($10,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred during the continuance of an Event of Default; (i) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; ; (gj) [Intentionally Omitted]; and Indebtedness in respect of (hi) other unsecured Indebtednessdeposits made by customers and held under forward purchasing arrangements entered into with customers in the ordinary course of business, (ii) performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business, (iii) workers’ compensation claims or self-insurance obligations otherwise permitted hereunder, in addition each case incurred in the ordinary course of business (including, indebtedness relating to any part-time worker arrangements in accordance with the Indebtedness listed aboveGerman Act on Part-Time Retirement (Altersteilzeitgesetz) or pursuant to section 7e of part IV of the German Social Security Code (Sozialgesetzbuch IV)) and (iv) past due accounts payable being contested in accordance with Section 5.2 hereof; (k) customary indemnification, reimbursement or similar obligations and warranties under leases and other contracts in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.the ordinary course of business; 88

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, Indebtedness incurred by Foreign Subsidiaries (in addition to the Indebtedness permitted pursuant to subparts (a) and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (eh) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party hereof) in an aggregate amount not to exceed Fifteen exceed, for all such Indebtedness of all Foreign Subsidiaries, the greater of (i) seven and one-half percent (7.5%) of Consolidated Total Assets, or (ii) Twenty-Five Million Dollars ($15,000,00025,000,000) at any time outstanding; (e) any loans from a Company to a Company permitted under Section 5.11 hereof; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]Indebtedness of a Foreign Subsidiary under an accounts receivable facility, in an aggregate amount for all such facilities of all Foreign Subsidiaries not to exceed Twenty Million Dollars ($20,000,000), so long as no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any Credit Party and no Credit Party provides, either directly or indirectly, any credit support of any kind in connection with such facility; (h) Subordinated Indebtedness, so long as (i) the Companies are in compliance (and in pro forma compliance after giving effect to such Subordinated Indebtedness) with the provisions of Article V hereof, (ii) the documentation with respect to such Subordinated Indebtedness is in form and substance reasonably acceptable to Agent (and, if the aggregate amount of such Subordinated Indebtedness is in excess of Ten Million Dollars ($10,000,000), the Required Lenders), as determined by Agent and, if applicable, the Required Lenders, prior to the incurrence of such Subordinated Indebtedness, (iii) the maturity date (and earliest possible put date) of such Subordinated Indebtedness is at least thirty (30) days after the last day of the Commitment Period (as such Commitment Period may be extended pursuant to Section 2.15 hereof), and (iv) prior to the incurrence of such Subordinated Indebtedness, if the aggregate amount of all Subordinated Indebtedness of the Foreign Subsidiaries exceeds (or will exceed, after the incurrence of such Subordinated Indebtedness) Ten Million Dollars ($10,000,000), each Foreign Subsidiary that is directly or indirectly liable for such Subordinated Indebtedness shall either become a Foreign Borrower or Foreign Guarantor, as appropriate, in the discretion of Agent, in consultation with US Borrower; (i) loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding not to exceed the greater of (i) twenty percent (20%) of the net revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters, and (ii) Twenty Million Dollars ($20,000,000); (j) loans to a joint venture (in which one or more Companies own an equity interest) in an aggregate amount at any time outstanding not to exceed the greater of (i) twenty percent (20%) of the net revenues of such joint venture for the most recently completed four fiscal quarters, and (ii) the total, for all such joint ventures, of Twenty Million Dollars ($20,000,000); (k) Indebtedness of a Company that was initially indebtedness of a target entity that has been acquired by the Companies pursuant to Section 5.13 hereof and that becomes Indebtedness of a Company through a merger of the target into a Company, so long as (i) such Indebtedness was not incurred in anticipation of such Acquisition, or (ii) if any such Indebtedness was incurred by a target entity (or entities) in anticipation of an Acquisition, the aggregate amount of all such Indebtedness for all Companies (with respect to all such Acquisitions) outstanding at any time (that in each case is outstanding beyond thirty (30) days after the relevant Indebtedness was acquired by the Companies) shall not exceed Twenty Million Dollars ($20,000,000); (l) Indebtedness of a Company incurred pursuant to Synthetic Leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company; (n) Indebtedness not otherwise described in or subject to subparts (a) through (m) hereof in an aggregate principal amount not to exceed the greater of (i) five percent (5%) of Consolidated total assets of US Borrower, or (ii) Five Million Dollars ($5,000,000) at any time outstanding; and (ho) other unsecured Indebtedness, in addition to the Indebtedness listed above, so long as (i) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist, (ii) the maturity date (and earliest possible put date) of such Indebtedness is at least thirty (30) days after the last day of the Commitment Period, (iii) the Companies are in an aggregate principal compliance (and in pro forma compliance after giving effect to such Indebtedness) with the provisions of Section 5.7 hereof, and (iv) if the amount for all Companies not of such Indebtedness is equal to exceed or greater than Twenty Million Dollars ($20,000,000) at any time outstanding), such Indebtedness is created pursuant to documentation in form and substance reasonably satisfactory to Agent.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the followingliability for Borrowed Money except: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreementindebtedness to Lender; (b) any loans accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the billing date or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for more than thirty (30) days from the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Datedue date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (c) borrowings incurred in the ordinary course of its business and not exceeding $500,000 in the aggregate outstanding at any one time; (d) indebtedness secured by liens expressly permitted by Section 6.3; (e) indebtedness expressly denoted as permitted indebtedness under the Exceptions Schedule and extensions, renewal and replacements of such indebtedness that do not increase the principal amount thereof or the aggregate amount of outstanding obligations thereunder (collectively, “Permitted Indebtedness”); (f) indebtedness of the Borrower incurred after the Closing Date consisting of capital lease obligations or indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset provided (i) such indebtedness when incurred shall not exceed the purchase price or cost of construction of such assets, (ii) no such indebtedness shall be refinanced for speculative purposesa principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the aggregate amount of all such indebtedness outstanding at any time shall not exceed $500,000; (g) [Intentionally Omitted]indebtedness of any Subsidiary to the Borrower or any other Subsidiary but only to the extent such Subsidiaries are entities comprising Borrower; (h) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; and (hi) other unsecured Indebtedness, in addition indebtedness owed to the Indebtedness listed above, Medtronic for management service fees and trade payables in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars $13,000,000. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money to any Person ($20,000,000other than Lender, to the extent permitted by this Agreement or any subsequent agreement between Borrower and Lender). Borrower will not make any payments (whether in cash, in kind or otherwise) in respect of any Permitted Indebtedness at a time such payments are otherwise prohibited under the terms of any time outstandingintercreditor agreement or subordination agreement. Borrower will not amend, alter or restate the terms of any Permitted Indebtedness or grant to the holders thereof any collateral (other than collateral specifically enumerated on the Information Certificate) or other accommodation without Lender’s prior written consent, which consent may be given or withheld in Lender’s discretion. Except as specifically provided otherwise on the Information Certificate or except as expressly permitted pursuant to Section 6.3(a), no Permitted Indebtedness may be secured by any lien or security interest upon, or any right or claim or interest in, any of the Collateral.

Borrowing. No The Company shall covenants that it will not, and will not permit any Material Subsidiary to, create, incur incur, assume or have outstanding suffer to exist any liability for Indebtedness, except: (i) Indebtedness under this Agreement or any Note; (ii) Existing Indebtedness as set forth on Schedule 6B, including extensions, renewals or Permitted Refinancing thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 6B; (iii) Indebtedness of any kind; provided that this Section 5.8 shall not apply the Company and its Domestic Subsidiaries with respect to Purchase Money Security Interests and capitalized leases as and to the following:extent permitted under clause (viii) or clause (xx) of the definition of Permitted Lien with respect to the aggregate amount of unpaid principal loans and deferred payments (including, without limitation, imputed principal under capitalized leases); (a) The Required Interest Rate Hedge (as defined in paragraph 5M of this Agreement prior to Amendment No. 5 to this Agreement), (b) any other Interest Rate Hedge approved by the Loans, the Letters of Credit and Required Holders; or (c) any other Indebtedness under this Agreementany Other Lender Provided Financial Services Product or under any currency swap or hedging arrangement or commodity hedging arrangement approved in writing by the Required Holders; provided, however, the Intercreditor Agreement shall be in full force and effect with respect thereto; (bv) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for Indebtedness under the purchase or lease of fixed assets (Credit Agreement and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the Mexican Credit Agreement in an aggregate outstanding principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding487,000,000; (cvi) the Indebtedness existing on the First Amendment Effective Date, in addition of a Transaction Party to another Transaction Party which is subordinated pursuant to the other Intercompany Subordination Agreement; and Indebtedness of a Transaction Party owing to a Subsidiary which is not a Transaction Party and which is subordinated on terms and conditions reasonably satisfactory to the Required Holders; (vii) Indebtedness secured by a Lien on real property, improvements to real property and fixtures permitted under clause (xix) of the definition of Permitted Liens; (viii) Indebtedness secured by a Lien permitted under clause (xx) of the definition of Permitted Liens with respect to be incurred pursuant Permitted Acquisitions; (ix) Indebtedness that is subordinated in right of payment to this Section 5.8, as the payment of the Notes on terms and conditions acceptable to Required Holders; (x) Guaranties permitted under paragraph 6D; (xi) Indebtedness for employer contributions to the ESOP not in excess of limitations set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to Section 404 of the extent that the principal amount thereof does not increase after the Closing Date)Code; (dxii) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Partyarising under the Company’s stock repurchase liability under the ESOP; (exiii) loans tounsecured Indebtedness that (A) matures after, and guaranties does not require any scheduled amortization or other scheduled amortizations or other scheduled payments of principal prior to the latest maturity date of any outstanding Notes (it being understood that such Indebtedness ofmay have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (B) hereof), and (B) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a Foreign Subsidiary by whole, that are not materially less favorable to the Company than the terms and conditions customary at the time for high-yield debt securities issued in a Credit Party public offering (or if applicable, high-yield subordinated debt securities so issued); provided, however, that both immediately prior and after giving effect to the incurrence thereof, (x) no Default or Event of Default shall exist or result therefrom and (y) the Company shall be in compliance with the covenants set forth in paragraph 6A(1) and paragraph 6A(2); and provided further that the Company shall make an offer to prepay the Notes from the proceeds of such unsecured Indebtedness in accordance with paragraph 4G above; and (xiv) other unsecured Indebtedness in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding50,000,000.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply Subject to the following: terms and conditions set forth herein and in the(d) Fourth Amendment, (ai) the Loans, Additional Term B-1 Lender agrees to make a Term B-1 Loan to the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Fourth Amendment Effective Date, Date in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth Dollars in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the a principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars its Additional Term B-1 Commitment, ($15,000,000ii) at any time outstanding; each Converting Consenting Term B Lender agrees to have all of its outstanding Term B Loans (for such lesser amount as notified and allocated to such Converting Consenting Term B Lender by the Fourth Amendment Joint Lead Arrangers, as determined by the Company and the Fourth Amendment Joint Lead Arrangers in their sole discretion) Indebtedness under any Hedge Agreement, so long converted to an equivalent principal amount of Term B-1 Loans effective as such Hedge Agreement shall of the Fourth Amendment Effective Date and (iii) each Non-Converting Consenting Term B Lender agrees to have been entered into all of its outstanding Term B Loans prepaid and will purchase by assignment from the Additional Term B-1 Lender Term B-1 Loans in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition a principal amount equal to the Indebtedness listed above, in an aggregate principal amount for all Companies of such Term B Loans (or such lesser amount as notified and allocated to such Non-Converting Consenting Term B Lender by the Fourth Amendment Joint Lead Arrangers, as determined by the Fourth Amendment Joint Lead Arrangers and the Administrative Agent in their sole discretion). Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.be reborrowed. Term B-1 Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein. The Term A-1

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Fifty Million Dollars ($20,000,00050,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Date as set forth in on Schedule 5.8 5.08 hereto (and any extension, renewal renewal, replacement or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or refinancing) after the Closing Effective Date); (d) loans to, and guaranties Indebtedness of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party to any other Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andsecured Indebtedness of a Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) other unsecured Subordinated Indebtedness, in addition with terms reasonably acceptable to the Indebtedness listed aboveAdministrative Agent and the Required Lenders, in an aggregate principal amount for all Companies not to exceed Twenty Two Hundred Fifty Million Dollars ($20,000,000250,000,000) at any time outstanding; and (i) other unsecured Indebtedness of a Company, in addition to the Indebtedness listed above, so long as the aggregate principal amount of such Indebtedness for all Companies incurred during such time as the Borrower is not in compliance with the Adjusted Covenant Requirement does not exceed Fifty Million Dollars ($50,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans toIndebtedness of any Person in existence on the date on which such Person becomes a Company, and guaranties of Indebtedness of, a Company from a Company so long as each (i) such Indebtedness is not incurred or created in connection with such Person becoming a Company, (ii) no other Company has any obligation with respect to such Indebtedness, (iii) none of the properties of the Companies thereof is a Credit Partybound with respect to such Indebtedness and (iv) the aggregate principal amount of all such Indebtedness permitted by this subpart (d) shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in from any other Credit Party; (f) Indebtedness owed by any Subsidiary of any Credit Party to any Credit Party and guarantees by any Credit Party of the Indebtedness of any such Subsidiary, so long as the principal amount of such Indebtedness and guarantees, when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(h) hereof, does not exceed an aggregate amount not to exceed Fifteen of Ten Million Dollars ($15,000,00010,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred and no additional such guarantees shall be made during the continuance of an Event of Default; (fg) Indebtedness owed by any Company that is not a Credit Party to any other Company that is not a Credit Party and guarantees by any such Company of the Indebtedness of any other Company that is not a Credit Party; (h) Indebtedness of any Subsidiary of any Credit Party to the holders (or their respective Affiliates) of the equity interests in such Subsidiary on a basis that is substantially proportionate to their equity interests (with any disproportionately large interest received by any Credit Party or any of its respective Subsidiaries or any disproportionately small interest received by any Person other than such Credit Party or any such Subsidiary, being ignored for this purpose), so long as the principal amount of such Indebtedness owed to any Credit Party, when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(f) hereof, does not exceed an aggregate amount of Ten Million Dollars ($10,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred during the continuance of an Event of Default; (i) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gj) [Intentionally Omitted]Indebtedness in respect of (i) deposits made by customers and held under forward purchasing arrangements entered into with customers in the ordinary course of business, (ii) performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business, (iii) workers’ compensation claims or self-insurance obligations otherwise permitted hereunder, in each case incurred in the ordinary course of business (including, indebtedness relating to any part-time worker arrangements in accordance with the German Act on Part-Time Retirement (Altersteilzeitgesetz) or pursuant to section 7e of part IV of the German Social Security Code (Sozialgesetzbuch IV)) and (iv) past due accounts payable being contested in accordance with Section 5.2 hereof; (k) customary indemnification, reimbursement or similar obligations and warranties under leases and other contracts in the ordinary course of business; (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within two Business Days after incurrence; (m) Indebtedness constituting investments permitted by Section 5.11 hereof; (n) Indebtedness owed by any Company to any Person that is a Lender or an Affiliate of a Lender at the time such Indebtedness is incurred in respect of loans in currencies other than Dollars and guarantees of any such Indebtedness by any Foreign Guarantor of Payment, so long as (i) the aggregate principal amount of Indebtedness permitted by this subpart (o) shall not exceed the equivalent amount of Ten Million Dollars ($10,000,000) calculated as of the date such Indebtedness is incurred and (ii) such Lender or such Affiliate and the Administrative Agent shall have entered into an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (o) Indebtedness of any Foreign Subsidiary owing to Commerzbank Aktiengesellschaft in an aggregate principal amount not to exceed Ten Million Euros (€10,000,000) at any time outstanding; (p) guarantees by DMC Global of contractual obligations of its Subsidiaries entered into in the ordinary course of business not constituting borrowed money; (q) Indebtedness incurred in connection with an Acquisition permitted hereunder, provided that (i) such Indebtedness is denominated in currencies other than Dollars, and (ii) the aggregate principal amount of such Indebtedness does not exceed Ten Million Dollars ($10,000,000) at any time outstanding; and (hr) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company Credit Party for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies Credit Parties shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) any loans granted to or Capitalized Lease Obligations entered into by any Foreign Subsidiary for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Foreign Subsidiaries shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (d) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (de) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness liability for Borrowed Money except: (i) indebtedness to Lender; (ii) indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount Borrower not to exceed Fifteen Million Dollars $250,000.00 of new debt in any calendar year secured by mortgages, encumbrances or liens expressly permitted by Section 7.3 or by the definition of Permitted Liens; ($15,000,000iii) at any time outstanding; accounts payable to trade creditors and current operating expenses (fother than for borrowed money) Indebtedness under any Hedge Agreementwhich are not aged more than one hundred twenty (120) days from the billing date or more than thirty (30) days from the due date, so long as such Hedge Agreement shall have been entered into in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (iv) except as set forth on SCHEDULE 7.1, borrowings incurred in the ordinary course of its business and not for speculative purposes; exceeding $50,000.00 in the aggregate outstanding at any one time; (gv) [Intentionally Omitted]the indebtedness disclosed on SCHEDULE 7.1, and any renewals, extensions or refinancings of such indebtedness; and (hvi) other unsecured Indebtedness, indebtedness approved by Lender in addition its reasonable discretion that is expressly subordinated to the Indebtedness listed aboveObligations and is incurred in connection with a transaction permitted pursuant to Section 7.4; and (vii) indebtedness owed by one entity comprising Borrower to another entity comprising Borrower.. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money to any Person (other than Lender, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at the extent permitted by this Agreement or any time outstandingsubsequent agreement between Borrower and Lender).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and Credit, the Banking Services Obligations or any other Indebtedness under this Agreement; the Loan Documents; (b) any loans Indebtedness incurred by Borrowers or other credit granted toany Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or Capitalized Lease Obligations entered into by, improvement of any Company for fixed or capital assets after the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Closing Date that is secured by the fixed assets being purchased purchase money mortgage or leasedpurchase money security interests, so long as the combined aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Million Dollars ($20,000,000) 1,0500,000 at any time outstanding; ; (c) the Indebtedness existing on the First Third Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (or as otherwise disclosed to Agent and any extensionrefinancings, renewal refundings, renewals or refinancing thereof but only to the extent that extensions thereof, which do not increase the principal amount thereof does not increase after or shorten the Closing Date); maturity thereof; (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party; , (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) loans toIndebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, and guaranties (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness ofof a Credit Party, a Foreign Subsidiary (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof, (i) Indebtedness incurred in connection with Permitted Acquisitions to the extent it is subordinated to the Secured Debt on terms and conditions satisfactory to Agent in its Permitted Discretion, (j) obligations in respect of performance bonds or sureties incurred in the ordinary course of business, (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; (n) Indebtedness incurred by Subsidiaries of Borrowers that are Foreign Persons (other than Excell Canada) in the aggregate amount at any time outstanding not to exceed $3,500,000, (o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary pursuant to a Permitted Acquisition, or Indebtedness attaching to assets that are acquired by a Borrower or any of its Subsidiaries in a Permitted Acquisition, in each case after the Closing Date in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) 500,000 at any time outstanding; ; provided that such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation or contemplation thereof, (fp) Indebtedness to the extent constituting Indebtedness, Investments permitted under Section 5.11, (q) to the extent constituting Indebtedness, deferred compensation to employees of Borrowers or any Hedge Agreement, so long as such Hedge Agreement shall have been entered into of their Subsidiaries incurred in the ordinary course of business business, (r) Indebtedness in connection with the repurchase of Capital Stock otherwise permitted hereunder issued to officers, executives, directors and not for speculative purposes; employees to purchase Capital Stock (gor options or warrants or similar instruments) [Intentionally Omitted]; and of the Credit Parties or any of their Affiliates, and (hs) any other unsecured Indebtedness, debt which shall not exceed $250,000 in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingaggregate.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness liability for Borrowed Money except: (i) indebtedness to Lender; (ii) indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Borrower secured by mortgages, encumbrances or liens expressly permitted by Section 7.3; (iii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the fixed assets being purchased billing date or leased, so long as more than sixty (60) days from the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Datedue date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (iv) equipment lease and purchase money security interest transactions up to $3,000,000 for the first calendar quarter of 2001; (v) after the first calendar quarter of 2001 and through the first calendar quarter of 2002, equipment lease and purchase money transactions up to $4,000,000 per calendar quarter provided that Borrower achieves positive Net Income (in accordance with GAAP, but prior to any allocation for shared corporate overhead expenses with Guarantor) for the preceding calendar quarter; (v) after the first calendar quarter of 2002 equipment lease and purchase money transactions up to $4,000,000 per calendar quarter provided that Borrower achieves positive Net Income (in accordance with GAAP) for the preceding calendar quarter; and (vii) borrowings incurred in the ordinary course of its business and not exceeding $75,000.00 in the aggregate outstanding at anyone time. Borrower will not make prepayments on any existing or future indebtedness for speculative purposes; Borrowed Money to any Person (g) [Intentionally Omitted]; and (h) other unsecured Indebtednessthan Lender, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at extent permitted by this Agreement or any time outstandingsubsequent agreement between Borrower and Lender).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and Credit, the Banking Services Obligations or any other Indebtedness under this Agreement; the Loan Documents; (b) any loans Indebtedness incurred by Borrowers or other credit granted toany Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or Capitalized Lease Obligations entered into by, improvement of any Company for fixed or capital assets after the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Closing Date that is secured by the fixed assets being purchased purchase money mortgage or leasedpurchase money security interests, so long as the combined aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Million Dollars ($20,000,000) 5,000,000 at any time outstanding; ; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (or as otherwise disclosed to Agent and any extensionrefinancings, renewal refundings, renewals or refinancing thereof but only to the extent that extensions thereof, which do not increase the principal amount thereof does not increase after or shorten the Closing Date); maturity thereof; (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party; , (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) loans toIndebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, and guaranties (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness ofof a Credit Party, a Foreign Subsidiary (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof, (i) Indebtedness incurred in connection with Permitted Acquisitions to the extent it is subordinated to the Secured Debt on terms and conditions satisfactory to Agent in its Permitted Discretion, (j) obligations in respect of performance bonds or sureties incurred in the ordinary course of business, (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; (n) Indebtedness incurred by Subsidiaries of Borrowers that are Foreign Persons in the aggregate amount at any time outstanding not to exceed $3,500,000, (o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary pursuant to a Permitted Acquisition, or Indebtedness attaching to assets that are acquired by a Borrower or any of its Subsidiaries in a Permitted Acquisition, in each case after the Closing Date in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) 500,000 at any time outstanding; ; provided that such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation or contemplation thereof, (fp) Indebtedness to the extent constituting Indebtedness, Investments permitted under Section 5.11, (q) to the extent constituting Indebtedness, deferred compensation to employees of Borrowers or any Hedge Agreement, so long as such Hedge Agreement shall have been entered into of their Subsidiaries incurred in the ordinary course of business business, (r) Indebtedness in connection with the repurchase of Capital Stock otherwise permitted hereunder issued to officers, executives, directors and not for speculative purposes; employees to purchase Capital Stock (gor options or warrants or similar instruments) [Intentionally Omitted]; and of the Credit Parties or any of their Affiliates, and (hs) any other unsecured Indebtedness, debt which shall not exceed $1,000,000 in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingaggregate.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided that this Section 5.8 liability for Borrowed Money without Lender's prior written consent, which consent shall not apply be unreasonably withheld. Notwithstanding the foregoing, Borrower shall be permitted to incur the following: : (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; indebtedness to Lender; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease indebtedness of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Borrower secured by the fixed assets being purchased mortgages, encumbrances or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall liens expressly permitted or not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; prohibited by Section 7.3 hereof; (c) accounts payable to trade creditors and current operating expenses which are not aged more than one hundred twenty (120) days from the Indebtedness existing on billing date or more than sixty (60) days from the First Amendment Effective Datedue date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (d) borrowing incurred in the ordinary course of its business and not exceeding $100,000.00 in the aggregate outstanding at any one time; (e) borrowed money not to exceed $250,000.00 in the aggregate outstanding at any one time incurred by the Borrower or any subsidiary after the Closing Date; provided, that (i) such Indebtedness for speculative purposes; Borrowed Money is incurred on account of purchase money or finance lease arrangements of assets acquired by the Borrower or a Subsidiary after the Closing Date, (ii) each such purchase money or finance lease arrangement does not exceed the cost of the assets acquired or leased; (iii) any Lien securing such purchase money or finance lease arrangement does not extend to the Collateral or any assets or property other than that purchased or leased; (f) capital leases of equipment not to exceed $100,000.00 of aggregate lease obligations in any calendar year; (g) [Intentionally Omitted]; and indebtedness for Borrowed Money as set forth on Schedule 7.1 of this Agreement. If an Event of Default shall have occurred, Borrower will not make voluntary prepayments on any existing or future indebtedness for Borrowed Money to any Person (h) other unsecured Indebtednessthan Lender, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at extent permitted by this Agreement or any time outstandingsubsequent agreement between Borrower and Lender).

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any liability --------- for Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: for Borrowed Money except: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; Senior Discount Notes; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the up to $50,000,000 aggregate outstanding principal amount of all 12% Senior Notes and New 12% Notes, plus such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any additional amount of New 12% Notes as may be issued from time outstanding; to time in payment of interest on the New 12% Notes; (c) the purchase money Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); Capital Leases; (d) loans to, and guaranties of existing Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; identified on Schedule 8.1; (e) loans toIndebtedness of any Restricted Subsidiary to the Guarantor or to any other Restricted Subsidiary of the Guarantor and Indebtedness of the Guarantor to any Restricted Subsidiary, and guaranties of Indebtedness ofin each case, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into incurred in the ordinary course of business and not for speculative purposes; consistent with past practices; (f) Indebtedness of the Issuer and the Guarantor to Ampex Finance Corporation incurred after the Closing Date under the Inter-Company Loan Agreement described in Schedule 1.1; (g) [Intentionally Omitted]unsecured Indebtedness of the Guarantor or any Restricted Subsidiary to Hillside arising pursuant to the terms of the Hillside Agreement in an aggregate outstanding amount not to exceed $2,000,000 and evidenced by Contribution Notes (as defined in the Hillside Agreement), including any guarantees of the Contribution Notes executed by the Issuer or any Restricted Subsidiary pursuant thereto; and provided that none of the Issuer, the Guarantor or any Restricted Subsidiary shall make any payments to Hillside in respect of such Indebtedness, such Contribution Notes or such guarantees prior to the repayment in full of the entire Accreted Value of the Senior Discount Notes and all accrued interest thereon, except that if no Default or Event of Default shall have occurred and be continuing under this Agreement or the Senior Discount Notes, the Guarantor and the Restricted Subsidiaries shall be permitted to make monthly payments of interest only in respect of such Contribution Notes at the rate and in accordance with the terms thereof and of the Hillside Agreement; and (h) other unsecured Indebtedness, in addition Indebtedness of the Issuer to SCI under the Indebtedness listed above, SCI Loan Agreement and the SCI Note in an aggregate principal outstanding amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding2,500,000, and Indebtedness of the Guarantor arising pursuant to the SCI Guarantee Agreement."

Borrowing. No Company shall (a) Borrowers will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the followingliability for Borrowed Money except: (ai) the Loans, the Letters of Credit and any other Indebtedness under this Agreementto Lenders; (bii) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as Indebtedness not exceeding $500,000.00 in the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) outstanding at any time outstandingone time; (ciii) Indebtedness as described on Schedule 7.1, including the refinancing of any ------------ such Indebtedness existing on the First Amendment Effective Dateeconomic terms and conditions (including all fees, charges and other up-front payments) that, in addition the good faith judgment of the Company, is no less favorable to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (Company and any extension, renewal its Subsidiaries or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed aboveLenders, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars the then principal balance of the debt being refinanced and without any increase in the interest rate ($20,000,000including all fees, charges and other up-front payments), the monthly debt service, or the amortization of principal; (iv) at Indebtedness owed to another Borrower (except a Specified Borrower), which shall be subordinated in all respects to Indebtedness to Lenders; (v) Indebtedness in connection with surety bonds, letters of credit (if required in connection with the insurance program authorized under Section 6.7 or otherwise expressly permitted in this Agreement) and performance bonds obtained in connection with (A) workers' compensation obligations or (B) general liability exposure of Borrowers; and (vi) guaranties and contingent liabilities to the extent permitted by Section 7.8; provided, however, Borrowers (other than Mortgage Borrowers) may create, incur, assume or suffer to exist -------- ------- liability for Borrowed Money that is (w) (I) Approved Indebtedness expressly permitted in Exhibit X, including --------- the refinancing of any time outstanding.such Indebtedness on economic terms and conditions (including all fees, charges and other up-front payments) that, in the good faith judgment of the Company, is no less favorable to the Company and its Subsidiaries or to the Lenders, in an aggregate principal amount not to exceed the then principal balance of the debt being refinanced and without any increase in the interest rate (including all fees, charges and other up-front payments), the monthly debt service, or the amortization of principal or (II) Approved Capital Lease Indebtedness expressly permitted in Exhibit X, so long as, in the case of I and II above, the same could not --------- reasonably be expected to have a Material Adverse Effect;

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and any all other Indebtedness now owing by Borrower to Agent and the Banks under this Agreement; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Fifteen Million Dollars ($15,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (h) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of payment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness incurred by a Company in connection with any capital lease, so long as the aggregate amount of all such loans and capital leases for all Companies does not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) at any time; and (hj) other unsecured IndebtednessSubordinated Indebtedness of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to section 5.13 hereof, in addition to so long as the aggregate outstanding amount of all such Indebtedness listed above, in an aggregate principal amount for all Companies such Acquisitions does not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply Subject to the following: terms and conditions set forth herein and in the Fourth Amendment, (ai) the Loans, Additional Term B-1 Lender agrees to make a Term B-1 Loan to the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Fourth Amendment Effective Date, Date in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth Dollars in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the a principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars its Additional Term B-1 Commitment, ($15,000,000ii) at any time outstanding; each Converting Consenting Term B Lender agrees to have all of its outstanding Term B Loans (for such lesser amount as notified and allocated to such Converting Consenting Term B Lender by the Fourth Amendment Joint Lead Arrangers, as determined by the Company and the Fourth Amendment Joint Lead Arrangers in their sole discretion) Indebtedness under any Hedge Agreement, so long converted to an equivalent principal amount of Term B-1 Loans effective as such Hedge Agreement shall of the Fourth Amendment Effective Date and (iii) each Non-Converting Consenting Term B Lender agrees to have been entered into all of its outstanding Term B Loans prepaid and will purchase by assignment from the Additional Term B-1 Lender Term B-1 Loans in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition a principal amount equal to the Indebtedness listed above, in an aggregate principal amount for all Companies of such Term B Loans (or such lesser amount as notified and allocated to such Non-Converting Consenting Term B Lender by the Fourth Amendment Joint Lead Arrangers, as determined by the Fourth Amendment Joint Lead Arrangers and the Administrative Agent in their sole discretion). Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingbe reborrowed. Term B-1 Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following, to the extent the following are not otherwise prohibited by the Senior Notes Documents: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as (i) Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to such loans and Capitalized Lease Obligations, (ii) no Default or Event of Default shall exist at the time any such loan or Capitalized Lease Obligation is incurred, or immediately thereafter shall begin to exist, (iii) the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness arising in the ordinary course of business of the Companies in connection with the corporate credit card programs of the Companies, in an aggregate amount not to exceed Five Million Dollars ($5,000,000); (g) [Intentionally Omitted]Permitted Foreign Subsidiary Loans, Guaranties and Investments; (h) Indebtedness incurred in connection with the Senior Notes, in an aggregate amount not to exceed Two Hundred Twenty-Five Million Dollars ($225,000,000); (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds arising in the ordinary course of business and upon terms typical to the industry; provided that this subpart (i) shall not include guaranties for borrowed money; and (hj) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000), with respect to (i) at any time outstandingIndebtedness incurred in connection with the Senior Notes, (ii) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to Agent and the Required Lenders, and on terms reasonably satisfactory to Agent and the Required Lenders, and (iii) other unsecured Indebtedness; so long as, in each case, as of the date such additional Indebtedness is incurred, (A) Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to the incurrence of such Indebtedness, and (B) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist. Notwithstanding anything in this Section 5.8 to the contrary, Borrower shall not, without the prior written consent of Agent and the Required Lenders, incur Indebtedness in reliance upon or pursuant to clause (15) of the definition of "Permitted Indebtedness" in the Indenture; provided that Borrower may, without the consent of Agent or the Lenders, incur up to an aggregate amount of Five Million Dollars ($5,000,000) of unsecured Indebtedness pursuant to clause (15) of the definition of "Permitted Indebtedness" in the Indenture, so long as such Indebtedness is otherwise permitted pursuant to this Section 5.8.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreementto Lender or any affiliate of Lender; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date; provided that the principal amount of Indebtedness under the Senior Notes Indenture may be increased, refinanced or replaced, under terms and pursuant to documentation satisfactory to Lender in its reasonable discretion, to an amount not to exceed One Hundred Ten Million Dollars ($110,000,000) in the aggregate for all such Indebtedness); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andIndebtedness of Foreign Subsidiaries in excess of Permitted Foreign Subsidiary Loans and Investments so long as the aggregate amount of such Indebtedness, when aggregated with Permitted Foreign Subsidiary Loan and Investments incurred pursuant to subpart (e) of the definition of Permitted Foreign Subsidiary Loans and Investments, does not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) secured Indebtedness owing from Friction Products to the State of Ohio incurred for the purchase of specific equipment, in an aggregate amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) during the Commitment Period; (i) ordinary course trade accounts payable on customer deposits; (j) Indebtedness with respect to payments by Borrowers of insurance premiums on an installment basis, in the ordinary course of business; or (k) Indebtedness incurred in connection with a sale and leaseback transaction permitted pursuant to Section 5.12(g) hereof; (l) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Five Hundred Thousand Dollars ($20,000,000500,000) at any time outstanding.

Borrowing. No Company Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur incur, assume or have outstanding permit to exist, directly or indirectly, any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: Debt, except for: (a) the Loans, the Letters indebtedness of Credit and any other Indebtedness Borrower arising under this Agreement; Credit Agreement and the other Loan Documents; (b) any loans or trade payables arising in the ordinary course of business; (c) (i) the Coffeyville Synthetic Lease Obligation, and (ii) Capital Leases in existence from time to time; (d) current operating liabilities (other credit granted to, or Capitalized Lease Obligations entered into by, any Company than for borrowed money) incurred in the purchase or lease ordinary course of fixed assets business; (and refinancings e) Short Term Indenture Debt; (f) indebtedness on the date hereof as set forth in Schedule 12.1 attached principal amount of such loansDebt is not increased; (g) Short Term Institutional Debt of Borrower under short term lines of credit, credit or Capitalized Lease Obligations)provided, which loansthat, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as (i) the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) Short Term Institutional Debt outstanding at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition is equal to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans toless than $40,000,000, and guaranties of Indebtedness of, a Company from a Company so long as each (ii) such Company Short Term Institutional Debt is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary not secured by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at Lien on any time outstanding; (f) Indebtedness under assets of Borrower or any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]Restricted Subsidiary; and (h) other unsecured Indebtednessthe Subordinated Debt; (i) Debt incurred after the date hereof, including Debt incurred in addition connection with any lien permitted under Section 12.3 hereof, up to the Indebtedness listed above, in an a maximum aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any one time outstandingof $25,000,000.00; (j) amounts payable under deferred compensation programs of Borrower or any Restricted Subsidiary; (k) Debt owing by any Restricted Subsidiary to Borrower or to another Restricted Subsidiary; and (l) such other indebtedness agreed upon in writing between Borrower and the Syndication Parties.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; (b) any loans granted to or other credit granted to, or Capitalized Lease Obligations capital leases entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligationscapital leases), which loans, credit loans and Capitalized Lease Obligations capital leases shall only be secured by the fixed assets being purchased or leasedpurchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations leases for all Companies Companies, when combined with Indebtedness permitted under subsection (f) hereof, shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company (including Foreign Subsidiaries) from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gf) [Intentionally Omitted]; and (h) loans to a Company pursuant to state or other unsecured IndebtednessGovernmental Authority industrial revenue bond financing, in addition to so long as the Indebtedness listed above, in an aggregate principal amount of all such financing for all Companies Companies, when combined with Indebtedness permitted under subsection (b) hereof, shall not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (g) Indebtedness of a Mexican Subsidiary (whether or not secured by assets of such Foreign Subsidiary) up to the aggregate principal amount, for all Mexican Subsidiaries of Twenty Million Dollars ($20,000,000), provided that neither Borrower nor any Domestic Subsidiary shall be a guarantor of such obligations; (h) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to Agent, not to exceed Twenty-Five Million Dollars ($25,000,000) so long as the proceeds are applied in accordance with Section 2.15(c)(ii) hereof and Agent approves the form and substance of the documentation prior to the incurrence of the Indebtedness; and (i) Permitted Mexican Subsidiary Loans and Investments.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations (not assumed in connection with an Acquisition) entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstanding; (c) any Capitalized Lease Obligation assumed in connection with an Acquisition, so long as (i) such Capitalized Lease Obligation was not incurred at the time of or in contemplation of such Acquisition, and (ii) the aggregate principal amount of all such Capitalized Lease Obligations for all Companies shall not exceed Two Million Dollars ($2,000,000) at any time outstanding; (d) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (de) loans to, and guaranties of Indebtedness of, to a Company from a Company, and guaranties by a Company of Indebtedness of another Company, so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]Permitted Foreign Subsidiary Loans and Investments; (h) Indebtedness incurred by a Company constituting reimbursement obligations with respect to letters of credit issued 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; provided, that (i) upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence, and (ii) such letters of credit are not provided to secure the repayment of other Indebtedness of the Companies; (i) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to Agent, so long as (i) there shall be no principal payments due on such Subordinated Indebtedness any earlier than thirty (30) days after the later of (A) the final maturity of the Term Loan B, or (B) the last day of the Commitment Period, and (ii) Agent approves the form and substance of the documentation prior to the incurrence of the Subordinated Indebtedness; and (hj) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstandingoutstanding (of which Five Hundred Thousand Dollars ($500,000) may be secured).

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; LIBOR Loans, provided that this (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii)all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m. on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Letters Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m. on the requested Borrowing Date, or Capitalized Lease Obligations entered into byeach Lender will make available to the Administrative Agent at the Payment Office an amount, any Company for the purchase or lease of fixed assets (in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the First Amendment Effective date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, in addition which shall be a Business Day. Not later than 1:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the other Indebtedness permitted Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to be incurred pursuant the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to this Section 5.8the Administrative Agent as provided hereinabove, as upon satisfaction or waiver of the applicable conditions set forth in Schedule 5.8 hereto Section 3.2 (and any extensionand, renewal or refinancing thereof but only if such Borrowing is to the extent that the principal amount thereof does not increase after occur on the Closing Date, Section 3.1);, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and guaranties of Indebtedness each other Lender (on behalf of, and with a Company copy to, the Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from a Company the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so long as each such Company is a Credit Party;recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (e) loans toIf, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and guaranties of Indebtedness ofeach Lender shall be deemed to have purchased and hereby agrees to purchase, a Foreign Subsidiary by a Credit Party participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount not of such Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to exceed Fifteen Million Dollars ($15,000,000) recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding;administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) Indebtedness under Notwithstanding any Hedge Agreement, so long as such Hedge provision of this Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed abovecontrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Swingline Loans pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in an aggregate principal any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount for all Companies not of such Borrowing of Revolving Loans to exceed Twenty Million Dollars meet the minimum Borrowing amount specified in Section 2.2(a), or ($20,000,000iv) at the failure of any time outstandingconditions set forth in Section 3.2 or elsewhere herein to be satisfied.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and any all other Indebtedness now owing by Borrower to Agent and the Banks under this Agreement; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Twenty Million Dollars ($20,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of payment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness incurred by a Company in connection with any capital lease, so long as the aggregate amount of all such loans and capital leases for all Companies does not exceed Twelve Million Dollars ($12,000,000) at any time; and (hj) other unsecured IndebtednessSubordinated Indebtedness of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.13 hereof, in addition to so long as the aggregate outstanding amount of all such Indebtedness listed above, in an aggregate principal amount for all Companies such Acquisitions does not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Fifteen Million Dollars ($20,000,00015,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans, Guaranties and Investments; (g) [Intentionally Omitted]; andunsecured Subordinated Indebtedness with subordination terms reasonably satisfactory to Agent, so long as the aggregate principal amount of all Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding; (h) other unsecured Indebtedness (that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, in addition to the Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars ($3,000,000) at any time outstanding,; and (i) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstanding.

Borrowing. No Company Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur incur, assume or have outstanding permit to exist, directly or indirectly, any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the followingDebt, except for: (a) indebtedness of Borrower arising under this Credit Agreement and the Loansother Loan Documents; (b) trade payables arising in the ordinary course of business; (c) Capital Leases in existence from time to time, (d) current operating liabilities (other than for borrowed money) incurred in the ordinary course of business; (e) unsecured indebtedness arising under uncommitted lines of credit; provided that the maximum principal amount that may be outstanding at any one time shall not exceed $15,000,000, (f) indebtedness on the date hereof as set forth in Exhibit 13.1 attached hereto; (g) unsecured long-term indebtedness, (h) Debt of Borrower incurred pursuant to the Term Loan Credit Agreement, (i) documentary and standby letters of credit issued at the request of Borrower or any Restricted Subsidiary by a financial institution other than the Letter of Credit Bank or a Syndication Party, provided the aggregate principal amount outstanding under such letters of credit together with the undrawn face amount under all of the Letters of Credit does not exceed $75,000,000 and provided further that the aggregate principal amount outstanding under such letters of credit together with all Advances, undrawn face amount of all the Letters of Credit and any other Indebtedness unreimbursed obligations with respect to payments made under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for all the purchase or lease Letters of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies Credit shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans toAggregate 364-Day Commitment, and guaranties of Indebtedness of, a Company from a Company so long as each (j) such Company is a Credit Party; (e) loans to, other indebtedness agreed upon in writing between Borrower and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingSyndication Parties.

Borrowing. No Company Borrower shall not (nor shall it permit any of its Subsidiaries to) create, incur incur, or have outstanding assume, directly or indirectly, any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the followingDebt, except for: (a) the Loans, the Letters indebtedness of Credit and any other Indebtedness Borrower arising under this AgreementCredit Agreement and the other Loan Documents; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for trade payables arising in the purchase or lease ordinary course of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstandingbusiness; (c) the Indebtedness existing on the First Amendment Effective Date, Capital Leases in addition existence from time to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date)time; (d) loans to, and guaranties current operating liabilities (other than trade payables or for borrowed money) incurred in the ordinary course of Indebtedness of, a Company from a Company so long as each such Company is a Credit Partybusiness; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstandingthe Pari Passu Loans; (f) Indebtedness secured Debt (other than Bank Debt and the Pari Passu Loans, but including amounts owing under the ▇▇▇▇▇▇ Loan, under the ▇▇▇▇▇▇▇ Loan, and under the Comerica Loan) in an aggregate amount at any Hedge Agreement, so long time outstanding of up to the sum of (i) eighty-five percent (85%) of the book value of the outstanding accounts receivable of Borrower and its Subsidiaries (as such Hedge Agreement shall have been entered into account receivable would be shown on a consolidated balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP), less allowance for doubtful accounts, plus (ii) seventy-five percent (75%) of the ordinary course higher of business book value or fair market value, determined in accordance with GAAP, of the assets of Borrower and not for speculative purposesits Subsidiaries, but excluding from such calculation under this clause (ii), the assets covered by clause (i), the Collateral, and good will; (g) [Intentionally Omitted]unsecured Debt in any amount provided that no more than $50,000,000.00 of unsecured indebtedness outstanding at any time (but excluding from such restriction, the Senior Unsecured Notes, the Senior Subordinated Notes, the Grower Settlement Agreements, and the Foreign Subsidiary Debt) may provide for scheduled principal payments prior to the Maturity Date, and provided that with respect to any individual unsecured indebtedness of greater than $10,000,000.00 incurred after the Closing Date, Borrower must demonstrate, to the satisfaction of the Administrative Agent, compliance with the covenants set forth at Section 9.12 hereof, on a pro forma basis taking into account such additional indebtedness, before such indebtedness is incurred; and (h) other unsecured Indebtednessloans between Subsidiaries or between Borrower and Subsidiaries, in addition each case either (i) in the ordinary course and pursuant to the Indebtedness listed abovereasonable requirements of Borrower’s business and consistent with demonstratable past practices; provided that any such loans to Borrower are expressly subordinated to the prior payment in full in cash of all of Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Syndication Parties under this Credit Agreement and the other Loan Documents; or (ii) in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingconnection with a Receivables Securitization Program.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Four Million Dollars ($20,000,0004,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Restatement Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and and, subject to restrictions on the Senior Notes set forth in Section 5.27 hereof, any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Restatement Closing Date); (d) loans to, and guaranties to US Borrower or a Domestic Guarantor of Indebtedness of, a Company Payment from a Company so long as each such Company is a Credit PartyCompany; (e) loans to, and guaranties of Indebtedness of, to a Foreign Subsidiary by Borrower or a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstandingForeign Guarantor of Payment from a Foreign Borrower or a Foreign Guarantor of Payment; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; andPermitted Foreign Subsidiary Loans and Investments; (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (i) unsecured Subordinated Indebtedness that is subordinated to the Secured Obligations and subject to a Subordination Agreement that includes terms no less favorable to Agent and the Lenders than those set forth on Exhibit H hereto, provided that the documentation of such provisions are in form satisfactory to Agent; (j) Indebtedness incurred in connection with the financing of insurance premiums, in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any time outstanding; (k) contingent obligations consisting of guarantees executed by any Company with respect to Indebtedness of a Domestic Guarantor of Payment otherwise permitted by this Agreement; (l) so long as the Leverage Ratio shall be less than 2.50 to 1.00 prior to and after giving pro forma effect thereto, Indebtedness of the Companies in the form of additional Senior Notes, in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period (provided that the holders of such Senior Notes shall enter into the Intercreditor Agreement or another “intercreditor agreement”, in the form and substance of the Intercreditor Agreement, with the parties to the Intercreditor Agreement); and (m) the following that do not constitute Indebtedness, but that are listed for purposes of clarification, contingent obligations consisting of the indemnification by any Company of (i) the officers, directors, employees and agents of the Companies, to the extent permissible under the corporation law of the jurisdiction in which such Company is organized, (ii) commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Companies’ securities or the rendering of banking or professional services to the Companies, (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by the Companies, and (iv) other Persons under agreements relating to Acquisitions permitted under Section 5.13 hereof; provided that each of the foregoing is only permitted to the extent that such indemnity obligation is not incurred in connection with the borrowing of money or the extension of credit.

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; SOFR Loans, provided that this (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the applicable Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three (3) U.S. Government Securities Business Days prior to each Borrowing of SOFR Loans and not later than 10:00 a.m. on the same Business Day as, but prior to, each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of SOFR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of SOFR Loans, then the Letters applicable Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m. on the requested Borrowing Date, or Capitalized Lease Obligations entered into byeach Lender will make available to the Administrative Agent at the Payment Office an amount, any Company for the purchase or lease of fixed assets (in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the applicable Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all like funds equal to the amount received from the Lenders to be credited to an account of such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing applicable Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the First Amendment Effective date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, in addition which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the other Indebtedness permitted Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to be incurred pursuant the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to this Section 5.8the Administrative Agent as provided hereinabove, as upon satisfaction or waiver of the applicable conditions set forth in Schedule 5.8 hereto Section 3.2 (and any extensionand, renewal or refinancing thereof but only if such Borrowing is to the extent that the principal amount thereof does not increase after occur on the Closing Date, Section 3.1);, the Administrative Agent will make such amount available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and guaranties of Indebtedness each other Lender (on behalf of, and with a Company copy to, the applicable Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the applicable Borrower from a Company the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so long as each such Company is a Credit Party;recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (e) loans toIf, as a result of any bankruptcy, insolvency or similar proceeding with respect to the applicable Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of such Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and guaranties of Indebtedness ofeach Lender shall be deemed to have purchased and hereby agrees to purchase, a Foreign Subsidiary by a Credit Party participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount not of such ▇▇▇▇▇▇’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to exceed Fifteen Million Dollars ($15,000,000) recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Overnight Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding;administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) Indebtedness under Notwithstanding any Hedge Agreement, so long as such Hedge provision of this Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed abovecontrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Swingline Loans pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in an aggregate principal any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount for all Companies not of such Borrowing of Revolving Loans to exceed Twenty Million Dollars meet the minimum Borrowing amount specified in Section 2.2(a), or ($20,000,000iv) at the failure of any time outstandingconditions set forth in Section 3.2 or elsewhere herein to be satisfied.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under this Agreement; ; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, (i) Indebtedness incurred by a Borrower in connection with any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leasedcapital lease, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall capital leases indebtedness does not exceed Twenty Four Million Dollars ($20,000,0004,000,000) at any time outstanding; ; or (ii) Indebtedness representing the purchase price of assets acquired by any Company after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the aggregate principal amount of all such purchase money indebtedness does not exceed Two Million Dollars ($2,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule SCHEDULE 5.8 hereto (and any extensionrefinancings, renewal refundings, renewals or refinancing extensions thereof but only to (without increasing, or shortening the extent that maturity of, the principal amount thereof thereof; provided that the capital leases set forth on Schedule 5.8 may be replaced provided that the aggregate principal amount of the Indebtedness represented by such replacement capital leases does not increase after the Closing Dateexceed Eight Million Dollars ($8,000,000); ; (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; Borrower and such loan is subordinate to this Agreement; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement; (f) additional unsecured Indebtedness of any Borrower or any Subsidiary Guarantor, so long as to the extent not otherwise permitted pursuant to subparts (a) through (e) hereof; provided, however, that the aggregate principal amount of such Hedge Agreement Indebtedness shall have been entered into not exceed One Million Dollars ($1,000,000) at any time outstanding; (g) any Indebtedness incurred pursuant to the Senior Unsecured Notes; (h) guarantee obligations incurred in the ordinary course of business and not by a Company of Indebtedness of another Company; (i) guarantee obligations set forth on SCHEDULE 5.8; (j) that certain letter of credit described on SCHEDULE 5.8, (k) Indebtedness incurred to PNC Bank, National Association for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies a period not to exceed Twenty fourteen (14) days after the Closing Date in an amount not to exceed the lesser of (i) Thirty-Seven Million Dollars ($20,000,00037,000,000) at any time outstandingor (ii) one hundred five percent (105%) of the face amount of letters of credit issued by PNC Bank, National Association which have not been surrendered and cancelled by the Closing Date, and (l) Indebtedness incurred to U.S. Bank, National Association in connection with its corporate credit card program up to a maximum amount of Three Million Dollars ($3,000,000).

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and any all other Indebtedness now owing by Borrower to Agent and the Banks under this Agreement; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as NAI-1502980324v12 permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall when aggregated with any Indebtedness outstanding under Sections 5.8(e) and 5.8(j) hereof not exceed One Hundred Million Dollars ($100,000,000) at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans Indebtedness when aggregated with any Indebtedness outstanding under Sections 5.8(d) and Capitalized Lease Obligations for all Companies shall 5.8(j) hereof does not exceed Twenty One Hundred Million Dollars ($20,000,000100,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; andprovided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) other unsecured Indebtedness, in addition Indebtedness arising pursuant to the deferment of payment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness listed aboveincurred by a Company in connection with any Capital Leases, in an so long as the aggregate principal amount of all such loans and Capital Leases for all Companies (excluding Capital Leases between Borrower or a Subsidiary Guarantor and a Subsidiary Guarantor) does not to exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstandingtime; (j) unsecured Subordinated Indebtedness of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.13 hereof, so long as the aggregate outstanding amount of all such Indebtedness for all such Acquisitions does not when aggregated with any Indebtedness outstanding under Sections 5.8(d) and 5.8(e) hereof exceed One Hundred Million Dollars ($100,000,000) at any time; (k) unsecured Indebtedness issued pursuant to the Senior Note Purchase Agreements, in, and all guaranties by any Company of such Indebtedness, so long as the aggregate outstanding amount of all such Indebtedness does not exceed Seventy-five Million Dollars ($75,000,000); (l) Indebtedness incurred under a Permitted Receivables Facility for the issuance of letters of credit, so long as the aggregate outstanding amount of such Indebtedness does not exceed One Hundred Million Dollars ($100,000,000).

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: liability for Borrowed Money except: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; indebtedness to Lender; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease indebtedness of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Borrower secured by the fixed assets being purchased mortgages, encumbrances or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; liens expressly permitted by Section 7.3 hereof; (c) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than ninety (90) days from the Indebtedness existing on the First Amendment Effective Datebilling date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (d) borrowings incurred in the ordinary course of its business and not for speculative purposes; exceeding $125,000.00 in the aggregate outstanding at any one time; (e) existing indebtedness listed on Schedule 7.1 hereto, and any extension, modification, refunding or replacement thereof; (f) purchase money indebtedness and leases required to be capitalized in accordance with GAAP; (g) [Intentionally Omitted]indebtedness representing the deferred purchase price of clinics or related operations or facilities representing not more than 50% of the purchase price therefor; and and (h) other unsecured Indebtednessindebtedness relating to clinics or related operations or facilities existing at the time of the acquisition thereof. Accounts to which Borrower acquires rights as a result of the purchase of clinics, in addition to the Indebtedness listed aboverelated operations or facilities shall not be considered "Qualified Accounts" for purposes of this Agreement, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.and Lender

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Forty Million Dollars ($20,000,00040,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Date as set forth in on Schedule 5.8 5.08 hereto (and any extension, renewal renewal, replacement or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or refinancing) after the Closing Effective Date); (d) loans to, and guaranties Indebtedness of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party to any other Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]secured Indebtedness of a Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) unsecured Subordinated Indebtedness, with terms reasonably acceptable to the Administrative Agent and the Required Lenders, in an aggregate principal amount for all Companies not to exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding; and (hi) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and Credit, the Banking Services Obligations or any other Indebtedness under this Agreement; the Loan Documents; (b) any loans Indebtedness incurred by Borrowers or other credit granted toany Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or Capitalized Lease Obligations entered into by, improvement of any Company for fixed or capital assets after the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be Closing Date that is secured by the fixed assets being purchased purchase money mortgage or leasedpurchase money security interests, so long as the combined aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Million Dollars ($20,000,000) 1,000,000 at any time outstanding; ; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (or as otherwise disclosed to Agent and any extensionrefinancings, renewal refundings, renewals or refinancing thereof but only to the extent that extensions thereof, which do not increase the principal amount thereof does not increase after or shorten the Closing Date); maturity thereof; (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party; , (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) loans toIndebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, and guaranties (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness ofof a Credit Party, a Foreign Subsidiary (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof, (i) Indebtedness incurred in connection with Permitted Acquisitions to the extent it is subordinated to the Secured Debt on terms and conditions satisfactory to Agent in its Permitted Discretion, (j) obligations in respect of performance bonds or sureties incurred in the ordinary course of business, (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; (n) Indebtedness incurred by Subsidiaries of Borrowers that are Foreign Persons in the aggregate amount at any time outstanding not to exceed $3,500,000, (o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary pursuant to a Permitted Acquisition, or Indebtedness attaching to assets that are acquired by a Borrower or any of its Subsidiaries in a Permitted Acquisition, in each case after the Closing Date in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) 500,000 at any time outstanding; ; provided that such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation or contemplation thereof, (fp) Indebtedness to the extent constituting Indebtedness, Investments permitted under Section 5.11, (q) to the extent constituting Indebtedness, deferred compensation to employees of Borrowers or any Hedge Agreement, so long as such Hedge Agreement shall have been entered into of their Subsidiaries incurred in the ordinary course of business business, (r) Indebtedness in connection with the repurchase of Capital Stock otherwise permitted hereunder issued to officers, executives, directors and not for speculative purposes; employees to purchase Capital Stock (gor options or warrants or similar instruments) [Intentionally Omitted]; and of the Credit Parties or any of their Affiliates, and (hs) any other unsecured Indebtedness, debt which shall not exceed $250,000 in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingaggregate.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under this Agreement; (b) the Indebtedness (whether outstanding or committed) that exists as of the Closing Date as set forth in SCHEDULE 5.8 hereto (and any extension, renewal or refinancing thereof so long as the principal amount thereof does not increase after the Closing Date); (c) the unsecured Indebtedness of Borrower under the Note Purchase Agreement in an original principal amount not to exceed Fifty Million Dollars ($50,000,000); (d) unsecured Indebtedness of Borrower under the Credit Agreement between Borrower and National City Bank, dated October 11, 2000, up to an aggregate principal amount of Forty Million Dollars ($40,000,000); (e) the unsecured Indebtedness of Borrower under the 2001 Note Purchase Agreement in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000); (f) the unsecured Indebtedness of Borrower owing to Bank of Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion Japanese Yen ((Y)3,000,000,000); (g) loans or other credit granted to, or Capitalized Lease Obligations entered into by, capital leases to any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations)assets, which loans, credit and Capitalized Lease Obligations shall only be loans or leases are secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations leases for all Companies shall does not exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstandingtime; (ch) loans by a Domestic Company (other than the Indebtedness existing on Receivables Subsidiary) to another Domestic Company (other than the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing DateReceivables Subsidiary); (di) unsecured loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, by a Foreign Subsidiary by to a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars Domestic Company ($15,000,000other than the Receivables Subsidiary) at any time outstandingor another Foreign Subsidiary; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and any all other Indebtedness now owing by Borrower to Agent and the Banks under this Agreement; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Twenty-Five Million Dollars ($25,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; and provided, however, that the maximum amount of Indebtedness permitted by this subpart (hg) other unsecured Indebtedness, in addition to shall at no time exceed the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.cash surrender value of the life insurance policies pledged with respect thereto;

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in on Schedule 5.8 hereto (and any extension, renewal renewal, replacement or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or refinancing) after the Closing Date); (d) loans to, and guaranties Indebtedness of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party to any other Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]secured Indebtedness of a Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Five Million Dollars ($5,000,000) at any time outstanding; (h) unsecured Subordinated Indebtedness, with terms reasonably acceptable to Agent and the Required Lenders, in an aggregate principal amount for all Companies not to exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding; and (hi) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under this Agreement; (b) the Indebtedness (whether outstanding or committed) that exists as of the Closing Date as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof so long as the principal amount thereof does not increase after the Closing Date); (c) the unsecured Indebtedness of Borrower under the Note Purchase Agreement in an original principal amount not to exceed Fifty Million Dollars ($50,000,000); (d) unsecured Indebtedness of Borrower under the Credit Agreement between Borrower and National City Bank, dated October 11, 2000, in an aggregate outstanding principal amount not in excess of Sixteen Million Dollars ($16,000,000); (e) the unsecured Indebtedness of Borrower under the 2001 Note Purchase Agreement in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000); (f) the unsecured Indebtedness of Borrower owing to Bank of Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion Japanese Yen (¥3,000,000,000); (g) loans or other credit granted to, or Capitalized Lease Obligations entered into by, capital leases to any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations)assets, which loans, credit and Capitalized Lease Obligations shall only be loans or leases are secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations leases for all Companies shall does not exceed Twenty the greater of (i) Thirty-Five Million Dollars ($20,000,00035,000,000) and (ii) an amount equal to four percent (4%) of Consolidated Total Assets at any time outstandingtime; (ch) loans by a Domestic Company (other than the Indebtedness existing on Receivables Subsidiary) to another Domestic Company (other than the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing DateReceivables Subsidiary); (di) unsecured loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, by a Foreign Subsidiary by to a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars Domestic Company ($15,000,000other than the Receivables Subsidiary) at any time outstandingor another Foreign Subsidiary; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any --------- liability for Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: for Borrowed Money except: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; Senior Discount Notes; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; 12% Senior Notes; (c) the purchase money Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); Capital Leases; (d) loans to, and guaranties of existing Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; identified on Schedule 8.1; (e) loans toIndebtedness of any Restricted Subsidiary to the Guarantor or to any other Restricted Subsidiary of the Guarantor and Indebtedness of the Guarantor to any Restricted Subsidiary, and guaranties of Indebtedness ofin each case, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into incurred in the ordinary course of business and not for speculative purposes; consistent with past practices; (f) Indebtedness of the Issuer and the Guarantor to Ampex Finance Corporation incurred after the Closing Date under the Inter-Company Loan Agreement described in Schedule 1.1; (g) [Intentionally Omitted]unsecured Indebtedness of the Guarantor or any Restricted Subsidiary to Hillside arising pursuant to the terms of the Hillside Agreement in an aggregate outstanding amount not to exceed $2,000,000 and evidenced by Contribution Notes (as defined in the Hillside Agreement), including any guarantees of the Contribution Notes executed by the Issuer or any Restricted Subsidiary pursuant thereto; and provided that none of the Issuer, the Guarantor or any Restricted Subsidiary shall make any payments to Hillside in respect of such Indebtedness, such Contribution Notes or such guarantees prior to the repayment in full of the entire Accreted Value of the Senior Discount Notes and all accrued interest thereon, except that if no Default or Event of Default shall have occurred and be continuing under this Agreement or the Senior Discount Notes, the Guarantor and the Restricted Subsidiaries shall be permitted to make monthly payments of interest only in respect of such Contribution Notes at the rate and in accordance with the terms thereof and of the Hillside Agreement; and (h) other unsecured Indebtedness, in addition Indebtedness of the Issuer to SCI under the Indebtedness listed above, SCI Loan Agreement and the SCI Note in an aggregate principal outstanding amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding2,500,000, and Indebtedness of the Guarantor arising pursuant to the SCI Guarantee Agreement."

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leasedpurchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies Companies, when combined with Indebtedness permitted under subsection (f) hereof, shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company (including Foreign Subsidiaries) from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gf) [Intentionally Omitted]; and (h) loans to a Company pursuant to state or other unsecured IndebtednessGovernmental Authority industrial revenue bond financing, in addition to so long as the Indebtedness listed above, in an aggregate principal amount of all such financing for all Companies Companies, when combined with Indebtedness permitted under subsection (b) hereof, shall not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (g) Indebtedness of a Mexican Subsidiary (whether or not secured by assets of such Foreign Subsidiary) up to the aggregate principal amount, for all Mexican Subsidiaries of Twenty Million Dollars ($20,000,000), provided that neither Borrower nor any Domestic Subsidiary shall be a Guarantor of such obligations; (h) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to Agent, not to exceed Twenty-Five Million Dollars ($25,000,000), so long as the proceeds are applied in accordance with Section 2.12(c)(ii) hereof and Agent approves the form and substance of the documentation prior to the incurrence of the Indebtedness; (i) Permitted Mexican Subsidiary Loans and Investments; and (j) Indebtedness of VCS Properties, LLC solely secured by any of the Valley City Steel Assets in an amount not to exceed Five Million Dollars ($5,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (dc) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit PartyCompany; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (fd) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (he) other unsecured additional Indebtedness pursuant to the following subsections (i), (ii) and (iii) so long as (A) no Default or Event of Default shall then exist or immediately after incurring such Indebtedness will exist, (B) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, in addition to and (C) such Indebtedness does not exceed the Indebtedness listed aboveaggregate, in an aggregate principal amount for all Companies not to exceed Twenty such Indebtedness under all three such subsections, of Seventy-Five Million Dollars ($20,000,00075,000,000) at any time outstanding: (i) any loans granted to or Capitalized Lease Obligations entered into by any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased; (ii) Indebtedness of the Receivables Subsidiary under the Permitted Receivables Facility, so long as Borrower provides a copy of the documents evidencing such transaction to Agent; and (iii) additional unsecured Indebtedness of the Companies.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under incurred to Agent or the Banks pursuant to this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have has not been entered into in the ordinary course of business and not for speculative purposes; (gc) [Intentionally Omitted]; andIndebtedness (including any capital lease obligation) secured by the Liens described in Section 5.9(d) hereof, so long as the aggregate amount of all such Indebtedness outstanding at any time for all Companies does not exceed an amount equal to ten percent (10%) of the Consolidated Net Worth of Borrower, based upon the financial statements of Borrower for the most recently completed fiscal quarter; (hd) other unsecured loans to a Company from a Company so long as each such Company is Borrower or a Guarantor of Payment; (e) Indebtedness of Borrower or any Foreign Subsidiary (including any contingent reimbursement obligations of Borrower in connection with such Indebtedness) incurred in connection with letters of credit (or demand guarantees), in addition to so long as the Indebtedness listed above, in an aggregate principal amount for of all Companies such Indebtedness does not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstandingtime; (f) loans from Borrower to a Subsidiary that is not a Guarantor of Payment, so long as (i) the aggregate amount of all such loans to such Subsidiary that is not a Guarantor of Payment are not in excess of Fifteen Million Dollars ($15,000,000), and (ii) the aggregate amount of all such loans to all Subsidiaries, that are not Guarantors of Payment, are not in excess of Fifty Million Dollars ($50,000,000); or (g) additional unsecured Indebtedness of Borrower or a Guarantor of Payment, to the extent not otherwise permitted pursuant to subparts (a) through (f) hereof, up to an aggregate amount, for all such Indebtedness of Borrower and all Guarantors of Payment, not to exceed Thirty Million Dollars ($30,000,000) at any time.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]; andunsecured Subordinated Indebtedness with subordination terms reasonably satisfactory to Agent, so long as (i) the aggregate principal amount of all Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding, and (ii) such Subordinated Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; (h) other unsecured Indebtedness (that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, in addition to the Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars ($3,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; and (i) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Two Million Dollars ($20,000,0002,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligationscapital leases), which loans, credit loans and Capitalized Lease Obligations capital leases shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstandingpurchased; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (e) Indebtedness incurred by Foreign Subsidiaries in an aggregate amount not to exceed, for all such Indebtedness of all Foreign Subsidiaries, Twenty-Five Million Dollars ($25,000,000) at any time outstanding, provided that such Indebtedness may only be guaranteed by the Credit Parties up to an aggregate amount of Twenty-Five Million Dollars ($25,000,000) when added to any guaranties by Credit Parties of the Indebtedness permitted under subsection (g) [Intentionally Omitted]hereof; (f) any loans from a Company to a Company permitted under Section 5.11 hereof; (g) Indebtedness of a Foreign Subsidiary under an accounts receivable facility whereby no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any other Company (subject to the proviso in subsection (e) hereof) and no Company (other than such Foreign Subsidiary) provides, either directly or indirectly, any credit support of any kind (other than a guaranty permitted under subsection (e) hereof) in connection with such facility; (h) Subordinated Indebtedness with terms and documentation in form and substance acceptable to Agent; (i) loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters; (j) loans to a joint venture (in which a Company holds an equity interest) in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of such joint venture for the most recently completed four fiscal quarters; (k) Indebtedness of a Company that has been acquired by the Companies pursuant to Section 5.13 hereof, which Indebtedness (i) is not secured, except by a security interest permitted under Section 5.9(h) hereof, and (ii) was not incurred in anticipation of such Acquisition; (l) Indebtedness of a Company incurred pursuant to synthetic leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company which may constitute Indebtedness until the completion of the tasks related to such grants; provided, however, that all such Indebtedness must be either (i) unsecured, (ii) only secured by the fixed assets purchased with proceeds from such Indebtedness, or (iii) secured with assets (other than fixed assets) that are specifically related to the “project” that is the subject of the grant or financing, securing no more than the aggregate amount, for all such Indebtedness of all Companies, of Five Million Dollars ($5,000,000) at any time outstanding; and (hn) other unsecured Indebtedness, Indebtedness not otherwise described in addition or subject to the Indebtedness listed above, subparts (a) through (k) hereof in an aggregate principal amount for all Companies not to exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding.

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; SOFR Loans, provided that this (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the applicable Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three (3) U.S. Government Securities Business Days prior to each Borrowing of SOFR Loans and not later than 10:00 a.m. on the same Business Day as, but prior to, each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of SOFR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of SOFR Loans, then the Letters applicable Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m. on the requested Borrowing Date, or Capitalized Lease Obligations entered into byeach Lender will make available to the Administrative Agent at the Payment Office an amount, any Company for the purchase or lease of fixed assets (in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the applicable Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all like funds equal to the amount received from the Lenders to be credited to an account of such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing applicable Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the First Amendment Effective date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, in addition which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the other Indebtedness permitted Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to be incurred pursuant the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to this Section 5.8the Administrative Agent as provided hereinabove, as upon satisfaction or waiver of the applicable conditions set forth in Schedule 5.8 hereto Section 3.2 (and any extensionand, renewal or refinancing thereof but only if such Borrowing is to the extent that the principal amount thereof does not increase after occur on the Closing Date, Section 3.1);, the Administrative Agent will make such amount available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and guaranties of Indebtedness each other Lender (on behalf of, and with a Company copy to, the applicable Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the applicable Borrower from a Company the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so long as each such Company is a Credit Party;recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (e) loans toIf, as a result of any bankruptcy, insolvency or similar proceeding with respect to the applicable Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of such Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and guaranties of Indebtedness ofeach Lender shall be deemed to have purchased and hereby agrees to purchase, a Foreign Subsidiary by a Credit Party participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount not of such Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to exceed Fifteen Million Dollars ($15,000,000) recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Overnight Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding;administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) Indebtedness under Notwithstanding any Hedge Agreement, so long as such Hedge provision of this Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed abovecontrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Swingline Loans pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in an aggregate principal any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount for all Companies not of such Borrowing of Revolving Loans to exceed Twenty Million Dollars meet the minimum Borrowing amount specified in Section 2.2(a), or ($20,000,000iv) at the failure of any time outstandingconditions set forth in Section 3.2 or elsewhere herein to be satisfied.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and any all other Indebtedness now owing by Borrower to Agent and the Banks under this Agreement; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; NAI-1519170929v11 (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum principal amount of Indebtedness permitted by this subpart (d) shall, when aggregated with the principal amount of any Indebtedness outstanding under Sections 5.8(e) and 5.8(j) hereof, not exceed One Hundred Fifty Million Dollars ($150,000,000) at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans Indebtedness, when aggregated with any Indebtedness outstanding under Sections 5.8(d) and Capitalized Lease Obligations for all Companies shall 5.8(j) hereof, does not exceed Twenty One Hundred Fifty Million Dollars ($20,000,000150,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; andprovided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) other unsecured Indebtedness, in addition Indebtedness arising pursuant to the deferment of payment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness listed aboveincurred by a Company in connection with any Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (excluding Capital Leases between Borrower or a Subsidiary Guarantor and a Subsidiary Guarantor) does not exceed Fifty Million Dollars ($50,000,000) at any time; (j) any (x) unsecured Indebtedness of Borrower in an aggregate principal amount for all Companies outstanding not to exceed Twenty Five Million Dollars ($20,000,00025,000,000) and (y) unsecured Subordinated Indebtedness of Borrower, in each case, incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.13 hereof, so long as the aggregate outstanding amount of all such Indebtedness for all such Acquisitions does not, when aggregated with the principal amount of any Indebtedness outstanding under Sections 5.8(d) and 5.8(e) hereof, exceed One Hundred Fifty Million Dollars ($150,000,000) at any time outstanding.time; (k) unsecured Indebtedness issued pursuant to the Senior Note Purchase Agreements, in, and all guaranties by any Company of such Indebtedness, so long as the aggregate outstanding principal amount of all such Indebtedness, without duplication, does not exceed One Hundred Fifty Million Dollars ($150,000,000) at any time; (l) Indebtedness incurred under a Permitted Receivables Facility for the issuance of letters of credit, so long as the aggregate outstanding amount of such Indebtedness does not exceed One Hundred Fifty Million Dollars ($150,000,000) at any time. NAI-1519170929v11

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and Loans or any other Indebtedness under incurred to Agent or the Banks pursuant to this Agreement; (b) Indebtedness under any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstandingHedge Agreement; (c) the Indebtedness existing on as of the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, Closing Date as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date)hereto; (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit PartyGuarantor of Payment, or loans to a Canadian Borrower from a Canadian Borrower; (e) loans to, and guaranties of secured Indebtedness of, a Foreign Subsidiary by a Credit Party in an (including any capital lease obligation) so long as the aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) of all such Indebtedness outstanding at any time outstanding;for all Companies does not exceed an amount equal to twenty percent (20%) of the Consolidated Net Worth of the Companies, based upon the financial statements of the Companies for the most recently completed fiscal quarter; or (f) additional unsecured Indebtedness under any Hedge Agreementof a Company, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the extent not otherwise permitted pursuant to subparts (a) through (e) hereof; provided, however, that (i) if the Companies incur any Indebtedness listed above, to any creditor in an aggregate principal amount in excess of an amount equal to ten percent (10%) of the Consolidated Net Worth of the Companies (based upon the financial statements of the Companies for all Companies not the most recently completed fiscal quarter), and (ii) any Company (other than Borrower) is liable for such Indebtedness, then, upon request of Agent, Borrower shall cause each Person that is a party to exceed Twenty Million Dollars ($20,000,000) at any time outstandingdocument, instrument or agreement evidencing such Indebtedness to enter into an intercreditor agreement, in form and substance satisfactory to Agent and the Majority Banks, which intercreditor agreement shall contain terms and conditions substantially similar to the terms and conditions contained in the Intercreditor Agreement.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Six Million Dollars ($20,000,0006,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Third Restatement Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and and, subject to the restrictions on the Senior Note Documents set forth in Section 5.27 hereof, any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Third Restatement Closing Date); (d) loans to, and guaranties to US Borrower or a Guarantor of Indebtedness of, a Company Payment from a Company so long as each such Company is a Credit PartyCompany; (e) loans to, and guaranties of Indebtedness of, to a Foreign Subsidiary by Borrower from a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstandingForeign Borrower; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; andPermitted Foreign Subsidiary Loans and Investments; (h) other unsecured IndebtednessIndebtedness (including unsecured Subordinated Indebtedness that is subordinated to the Secured Obligations and subject to a Subordination Agreement that includes terms no less favorable to Agent and the Lenders than those set forth on Exhibit H hereto, provided that the documentation of such provisions are in form satisfactory to Agent), in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstanding; (i) [Reserved]; (j) Indebtedness incurred in connection with the financing of insurance premiums, in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any time outstanding; (k) contingent obligations consisting of guarantees executed by any Company with respect to Indebtedness of a Guarantor of Payment otherwise permitted by this Agreement; (l) so long as no Default or Event of Default shall exist prior to or after giving pro forma effect thereto, Indebtedness of the Companies in the form of additional Senior Notes issued pursuant to the Senior Notes Documents or Additional Notes, in an aggregate amount not to exceed Thirty Million Dollars ($30,000,000) during the Commitment Period (provided that the holders of such Senior Notes or Additional Notes shall, in the event such holder is not a party to the Intercreditor Agreement, become party to the Intercreditor Agreement or enter into another “intercreditor agreement”, in the form and substance of the Intercreditor Agreement, with the parties to the Intercreditor Agreement); and (m) the following that do not constitute Indebtedness, but that are listed for purposes of clarification, contingent obligations consisting of the indemnification by any Company of (i) the officers, directors, employees and agents of the Companies, to the extent permissible under the corporation law of the jurisdiction in which such Company is organized, (ii) commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Companies’ securities or the rendering of banking or professional services to the Companies, (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by the Companies, and (iv) other Persons under agreements relating to Acquisitions permitted under Section 5.13 hereof; provided that each of the foregoing is only permitted to the extent that such indemnity obligation is not incurred in connection with the borrowing of money or the extension of credit.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company Credit Party for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligationscapital leases), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies Credit Parties shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) any loans granted to or Capitalized Lease Obligations entered into by any Foreign Subsidiary for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Foreign Subsidiaries shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (d) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (de) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; SOFR Loans, provided that this (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the applicable Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three (3) U.S. Government Securities Business Days prior to each Borrowing of SOFR Loans and not later than 10:00 a.m. on the same Business Day as, but prior to, each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of SOFR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of SOFR Loans, then the Letters applicable Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m. on the requested Borrowing Date, or Capitalized Lease Obligations entered into byeach Lender will make available to the Administrative Agent at the Payment Office an amount, any Company for the purchase or lease of fixed assets (in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the applicable Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all like funds equal to the amount received from the Lenders to be credited to an account of such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing applicable Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the First Amendment Effective date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, in addition which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the other Indebtedness permitted Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to be incurred pursuant the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to this Section 5.8the Administrative Agent as provided hereinabove, as upon satisfaction or waiver of the applicable conditions set forth in Schedule 5.8 hereto Section 3.2 (and any extensionand, renewal or refinancing thereof but only if such Borrowing is to the extent that the principal amount thereof does not increase after occur on the Closing Date, Section 3.1);, the Administrative Agent will make such amount available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and guaranties of Indebtedness each other Lender (on behalf of, and with a Company copy to, the applicable Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the applicable Borrower from a Company the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so long as each such Company is a Credit Party;recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (e) loans toIf, as a result of any bankruptcy, insolvency or similar proceeding with respect to the applicable Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of such Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and guaranties of Indebtedness ofeach Lender shall be deemed to have purchased and hereby agrees to purchase, a Foreign Subsidiary by a Credit Party participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount not of such ▇▇▇▇▇▇’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to exceed Fifteen Million Dollars ($15,000,000) recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Overnight Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding;administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) Indebtedness under Notwithstanding any Hedge Agreement, so long as such Hedge provision of this Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed abovecontrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Swingline Loans pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in an aggregate principal any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount for all Companies not of such Borrowing of Revolving Loans to exceed Twenty Million Dollars meet the minimum Borrowing amount specified in Section 2.2(a), or ($20,000,000iv) at the failure of any time outstandingconditions set forth in Section 3.2 or elsewhere herein to be satisfied.

Borrowing. No The Company shall will not, and will not permit any of its Subsidiaries to create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided that this Section 5.8 shall not apply liability for Borrowed Money except: (i) indebtedness to the following: (a) the Loans, the Letters of Credit Company and any other Indebtedness under this Agreement; of its Subsidiaries, (bii) indebtedness of the Company and any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be its Subsidiaries secured by mortgages, encumbrances or liens expressly permitted by Section 9.3; (iii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the fixed assets being purchased billing date or leased, so long as more than thirty (30) days from the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Datedue date, in addition to the other Indebtedness permitted to be each case incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and the Company and any of its Subsidiaries shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Company and any of its Subsidiaries and its independent accountants; (iv) borrowings incurred in the ordinary course of its business and not exceeding $10,000.00 in the aggregate outstanding at any one time, (v) capital leases existing as of the date of this Agreement, and (vi) capital equipment leases and/or purchase money conditional sale contracts entered into following the date of this Agreement provided that the aggregate amount obligated on all such capital equipment leases and/or purchase money conditional sale contracts does not exceed $300,000 per Company facility without the prior written consent of the Purchaser. The Company will not, and will not permit any of its Subsidiaries to make prepayments on any existing or future indebtedness for speculative purposes; Borrowed Money to any Person (g) [Intentionally Omitted]; and (h) other unsecured Indebtednessthan the Company, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at extent permitted by this Agreement or any time outstandingsubsequent agreement between the Company and the Purchaser).

Borrowing. No Company Borrower shall not (nor shall it permit any of its Subsidiaries to) create, incur incur, or have outstanding assume, directly or indirectly, any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the followingDebt, except for: (a) the Loans, the Letters indebtedness of Credit and any other Indebtedness Borrower arising under this AgreementCredit Agreement and the other Loan Documents; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for trade payables arising in the purchase or lease ordinary course of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstandingbusiness; (c) the Indebtedness existing on the First Amendment Effective Date, Capital Leases in addition existence from time to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date)time; (d) loans to, and guaranties current operating liabilities (other than trade payables or for borrowed money) incurred in the ordinary course of Indebtedness of, a Company from a Company so long as each such Company is a Credit Partybusiness; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstandingthe Pari Passu Loans; (f) Indebtedness secured Debt (other than Bank Debt and the Pari Passu Loans, but including amounts owing under the ▇▇▇▇▇▇ Loan, under the ▇▇▇▇▇▇▇ Loan, and under the ING Loan) in an aggregate amount at any Hedge Agreement, so long time outstanding of up to the sum of (i) eighty-five percent (85%) of the book value of the outstanding accounts receivable of Borrower and its Subsidiaries (as such Hedge Agreement shall have been entered into accounts receivable would be shown on a consolidated balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP), less allowance for doubtful accounts, plus (ii) seventy-five percent (75%) of the ordinary course higher of business book value or fair market value, determined in accordance with GAAP, of the assets of Borrower and not for speculative purposesits Subsidiaries, but excluding from such calculation under this clause (ii), the assets covered by clause (i), the Collateral, and good will; (g) [Intentionally Omitted]unsecured Debt in any amount provided that no more than $50,000,000.00 (which amount shall automatically increase to $100,000,000.00 upon the date that Borrower acquires 100% of the Gold ▇▇▇▇ Stock) of unsecured indebtedness outstanding at any time (but excluding from such restriction, the Senior Unsecured Notes, or any refinancing thereof, the Senior Subordinated Notes or any refinancing thereof, any Debt in connection with a Permitted Capital Raising Transaction, the Grower Settlement Agreements, and the Foreign Subsidiary Debt) may provide for scheduled principal payments prior to the Maturity Date, and provided that with respect to any individual unsecured indebtedness of greater than $10,000,000.00 (which amount shall automatically increase to $20,000,000.00 upon the date that Borrower acquires 100% of the Gold ▇▇▇▇ Stock) incurred after the Closing Date, Borrower must demonstrate, to the satisfaction of the Administrative Agent, compliance with the covenants set forth at Section 10.12 hereof, on a pro forma basis taking into account such additional indebtedness, before such indebtedness is incurred; (h) loans between Subsidiaries or between Borrower and Subsidiaries, in each case either (i) in the ordinary course and pursuant to the reasonable requirements of Borrower’s business and consistent with demonstratable past practices; provided that any such loans to Borrower are expressly subordinated to the prior payment in full in cash of all of Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Syndication Parties under this Credit Agreement and the other Loan Documents; or (ii) in connection with a Receivables Securitization Program; (i) on and after the Control Acquisition Date, Debt on account of Gold ▇▇▇▇’▇ subordinated capital certificates in the principal amount of up to $25,000,000.00 plus any premiums, fees or other transaction costs in connection therewith, or any refinancing thereof; and (hj) other unsecured Indebtednesson and after the Control Acquisition Date, Debt on account of Gold ▇▇▇▇’▇ senior notes in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not of up to exceed Twenty Million Dollars ($20,000,000) at 140,000,000.00 plus any time outstandingpremiums, fees or other transaction costs in connection therewith, or any refinancing thereof.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to any of the following:following (without duplication): (a) the Loans, the Letters of Credit Loans and any all other Indebtedness now owing by Borrower to Agent and the Banks under this Agreement; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or leasedother financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Twenty Million Dollars ($20,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or former employees in partial payment for common shares redeemed by Borrower so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is Borrower or a Credit Party; (e) loans to, and guaranties Guarantor of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposesPayment; (g) [Intentionally Omitted]Indebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of payment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness incurred by a Company in connection with any capital lease, so long as the aggregate amount of all such loans and capital leases for all Companies does not exceed Twelve Million Dollars ($12,000,000) at any time; and (hj) other unsecured IndebtednessSubordinated Indebtedness of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to section 5.13 hereof, in addition to so long as the aggregate outstanding amount of all such Indebtedness listed above, in an aggregate principal amount for all Companies such Acquisitions does not to exceed Twenty Ten Million Dollars ($20,000,00010,000,000) at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not be increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]unsecured loans to Foreign Subsidiaries organized in Canada up to an aggregate amount of Fifty Million Dollars ($50,000,000), so long as such loans shall be subject to financial covenants and defaults that are no more restrictive than the Loan Documents; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstanding, provided that the financial covenants and defaults under the agreements relating to such Indebtedness (for an aggregate amount of Indebtedness over One Million Dollars ($1,000,000)) shall not be more restrictive than any such provisions of this Agreement.

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; LIBOR Loans, provided that this (i) the Swingline Loans shall be made and maintained at the LIBOR Market Index Rate plus the Applicable Percentage for LIBOR Loans as in effect at such time and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d),(y) conversions of Revolving Loans upon exercise of the Term-Out Option, which shall be made pursuant to Section 2.1(b) or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m., Charlotte time three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Letters Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m., or Capitalized Lease Obligations entered into byCharlotte time, any Company for on the purchase or lease of fixed assets (requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the First Amendment Effective Datedate of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in addition to the other Indebtedness permitted to form of Exhibit B-2, shall be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto irrevocable and shall specify (and any extension, renewal or refinancing thereof but only to the extent that i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof does not increase after (or, if less, in the Closing amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date);, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and guaranties of Indebtedness each other Lender (on behalf of, and with a Company copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from a Company the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so long as each such Company is a Credit Party;recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (e) loans toIf, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and guaranties of Indebtedness ofeach Lender shall be deemed to have purchased and hereby agrees to purchase, a Foreign Subsidiary by a Credit Party participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount not of such Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to exceed Fifteen Million Dollars ($15,000,000) recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate. Promptly following its receipt of any time outstanding;payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) Indebtedness under Notwithstanding any Hedge Agreementprovision of this Agreement to the contrary, so long as the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(d) and each such Hedge Agreement Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have been entered into against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (iv) the ordinary course failure of business and not for speculative purposes;any conditions set forth in Section 3.2 or elsewhere herein to be satisfied. (g) [Intentionally Omitted]; and (hAll Term Loans made pursuant to Section 2.1(b) other unsecured Indebtedness, shall be made by the Lenders pro rata on the basis of their respective Commitments as in addition effect immediately prior to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandingCommitment Termination Date.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness liability for Borrowed Money except: (i) indebtedness to Lender; (ii) indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit Borrower secured by Permitted Liens and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so refinancing thereof as long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall Indebtedness does not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does of the Indebtedness being refinanced or replaced; (iii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not increase after aged more than one hundred twenty (120) days from the Closing Date); billing date or more than thirty (d30) loans todays from the due date, and guaranties of Indebtedness of, a Company from a Company so long as in each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (iv) borrowings incurred in the ordinary course of its business and not for speculative purposes; exceeding $500,000.00 in the aggregate outstanding at any one time; (gv) [Intentionally Omitted]; borrowings incurred by the Parent not exceeding $500,000 in the aggregate and (h) other unsecured Indebtedness, in addition subject to the Indebtedness listed aboveLender's prior written consent which shall not be unreasonably withheld, borrowings of the Parent exceeding $500,000 in the aggregate incurred for working capital, capital expenditures and general corporate purposes in order to finance (A) the development, leasing, management or operation of assisted living facilities, and (B) the development, purchase, leasing, construction or renovation of the Parent's corporate headquarters facility; and (vi) borrowings pursuant to an aggregate principal amount equipment lease facility pursuant to which Borrower shall lease or purchase equipment for all Companies use at the Property or any Facility; and (vii) borrowings secured by the Mortgage. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money in excess of $500,000.00 to exceed Twenty Million Dollars any Person ($20,000,000) at any time outstanding.other than Lender, to the extent

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Five Million Dollars ($20,000,0005,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guaranties and similar obligations not incurred in connection with the borrowing of money, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) unsecured Indebtedness of a Company incurred as a result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as (i) such Indebtedness was not created at the time of or in contemplation of such Acquisition, (ii) such Indebtedness is repaid within one hundred eighty (180) days after such Acquisition (unless Borrower shall have obtained the prior written consent of Agent and the Required Lenders), and (iii) the aggregate amount of all such Indebtedness does not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; provided that Five Million Dollars ($5,000,000) of such Indebtedness may be secured pursuant to Section 5.9(h) hereof; (i) unsecured Subordinated Indebtedness not to exceed Twenty-Five Million Dollars ($25,000,000) at any time outstanding, created pursuant to documentation in form and substance satisfactory to Agent, subject to a Subordination Agreement; and (hj) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty at any time outstanding the greater of (i) Five Million Dollars ($20,000,0005,000,000), or (ii) at any time outstandingtwo percent (2%) of Borrower’s Consolidated gross revenues for the most recently completed four fiscal quarters of Borrower for which financial statements have been delivered to Agent pursuant to Section 5.3(a) and (b) hereof.

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; LIBOR Loans, provided that this (i) the Swingline Loans shall be made and maintained at the LIBOR Market Index Rate plus the Interest Margin as in effect at such time and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d), (y) conversions of Revolving Loans upon exercise of the Term-Out Option, which shall be made pursuant to Section 2.1(b) or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m., Charlotte time three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Letters Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m., or Capitalized Lease Obligations entered into byCharlotte time, any Company for on the purchase or lease of fixed assets (requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the First Amendment Effective Datedate of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in addition to the other Indebtedness permitted to form of Exhibit B-2, shall be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto irrevocable and shall specify (and any extension, renewal or refinancing thereof but only to the extent that i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof does not increase after (or, if less, in the Closing amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date);, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans toWith respect to any outstanding Swingline Loans, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) the Swingline Lender may at any time outstanding; (fwhether or not an Event of Default has occurred and is continuing) Indebtedness under any Hedge Agreementin its sole and absolute discretion, so long as and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition Swingline Loans by delivering to the Indebtedness listed aboveAdministrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, in an aggregate principal amount for all Companies and with a copy to, the Borrower), not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.later than

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; (b) any loans granted to or other credit granted to, or Capitalized Lease Obligations capital leases entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligationscapital leases), which loans, credit loans and Capitalized Lease Obligations capital leases shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations leases for all Companies shall not exceed Twenty Thirty Million Dollars ($20,000,00030,000,000) at any time outstanding; (c) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (d) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (de) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstandingCompany; (f) guaranties of Indebtedness permitted under any Hedge this Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]additional unsecured Indebtedness of the Companies, to the extent not otherwise permitted pursuant to subsections (a) through (f) above, so long as (i) no Default or Event of Default shall then exist or immediately after incurring such Indebtedness will exist, (ii) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, and (iii) such Indebtedness is permitted to be incurred under the Note Agreement; andor (h) other additional unsecured Indebtedness of the Companies for up to Two Hundred Twenty-Six Million Euros ((euro)226,000,000) incurred (i) in connection with Borrower's corporate organizational purposes, (ii) no more frequently than three times during the Commitment Period and once in any twelve month period, and (iii) in a single transaction or related series of transactions, to the extent not otherwise permitted pursuant to subsections (a) through (f) above, and so long as (A) no Default or Event of Default shall then exist or immediately after incurring such Indebtedness will exist, (B) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, in addition (C) such Indebtedness is permitted to be incurred under the Indebtedness listed above, in an aggregate Note Agreement and (D) the principal amount shall not be or be provided to be outstanding for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstandinglonger than three Business Days.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; (b) any loans granted to or other credit granted to, or Capitalized Lease Obligations capital leases entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit or Capitalized Lease Obligations)assets, which loans, credit and Capitalized Lease Obligations loans or leases shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations leases for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (d) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof shall not increase after the Closing Date); (e) loans to a Company from a Company so long as each such Company shall be ASI or a Domestic Guarantor of Payment or loans by any Company to ASI or any Domestic Guarantor of Payment; (f) Permitted Foreign Subsidiary Loans and Investments; (g) [Intentionally Omitted]loans to The Sunprene Company from another Company so long as all such loans from all Companies do not aggregate in excess of Two Million Dollars ($2,000,000); andor (h) other additional unsecured IndebtednessIndebtedness of the Companies, in addition to the Indebtedness listed extent not otherwise permitted pursuant to subparts (a) through (f) above, so long as (i) no Default of Event of Default shall then exist or immediately after incurring such Indebtedness will exist, and (ii) the Companies shall be in an aggregate principal amount for all Companies not compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to exceed Twenty Million Dollars ($20,000,000) at any time outstandingthe incurrence of such Indebtedness.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 10.2 shall not apply to any of the following:following (without duplication): (a) (i) the LoansIndebtedness of the Issuer under this Agreement and the Subsidiary Guarantors under the Subsidiary Guaranty and (ii) (A) the Indebtedness of the Issuer to the Bank Agent and the Banks under the Credit Agreement, (B) the Letters Guaranties by the Subsidiary Guarantors of Credit and any other such Indebtedness under this Agreementthe Credit Agreement and (C) the Guaranty by the Issuer of Indebtedness of the Insurance Subsidiary with respect to letters of credit issued under the Credit Agreement pursuant to the Parent Guaranty of Payment; (b) any loans unsecured current Indebtedness (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to a bank or other credit granted tofinancial institution customarily engaged in the business of lending money, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets except as permitted pursuant to subpart (and refinancings of such loans, credit or Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured d) below) incurred by the fixed assets being purchased Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 9.4 hereof; (d) unsecured Indebtedness incurred under lines of credit established by financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall when aggregated with any Indebtedness outstanding under Sections 10.2(e) and 10.2(j) hereof not exceed $100,000,000 at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by the Issuer to employees or leased, former employees in partial payment for common shares redeemed by the Issuer so long as the aggregate principal amount of all such loans Indebtedness when aggregated with any Indebtedness outstanding under Sections 10.2(d) and Capitalized Lease Obligations for all Companies shall 10.2(j) hereof does not exceed Twenty Million Dollars ($20,000,000) 100,000,000 at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (df) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is the Issuer or a Credit PartySubsidiary Guarantor; (eg) loans toIndebtedness to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by any Company; provided, and guaranties however, that the maximum amount of Indebtedness of, a Foreign Subsidiary permitted by a Credit Party in an aggregate amount not to this subpart (g) shall at no time exceed Fifteen Million Dollars ($15,000,000) at any time outstandingthe cash surrender value of the life insurance policies pledged with respect thereto; (fh) unsecured Indebtedness arising pursuant to the deferment of payment of any insurance premiums by the Issuer; (i) any (i) loans granted to a Company for the purchase of fixed assets, or (ii) Indebtedness incurred by a Company in connection with any Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (excluding Capital Leases between the Issuer or a Subsidiary Guarantor and a Subsidiary Guarantor) does not exceed $25,000,000 at any time; (j) unsecured Subordinated Indebtedness of the Issuer incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 10.7 hereof, so long as the aggregate outstanding amount of all such Indebtedness for all such Acquisitions does not when aggregated with any Indebtedness outstanding under Sections 10.2(d) and 10.2(e) hereof exceed $100,000,000 at any Hedge time; (k) unsecured Indebtedness issued pursuant to the Master Note Purchase Agreement, so long as the aggregate outstanding amount of all such Hedge Indebtedness does not exceed the amount outstanding under the Master Note Purchase Agreement shall have been entered into in as of the ordinary course Series A Closing Day, and all guaranties by any Company of business and not for speculative purposes; (g) [Intentionally Omitted]such Indebtedness; and (hl) other unsecured IndebtednessIndebtedness incurred under a Permitted Receivables Facility for the issuance of letters of credit, in addition to so long as the aggregate outstanding amount of such Indebtedness listed above, in an aggregate principal amount for all Companies does not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding100,000,000.

Borrowing. No Company shall create(a) The Loans shall, incur at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or have outstanding any Indebtedness of any kind; LIBOR Loans, provided that this (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 5.8 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall not apply be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the followingAdministrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B‑1 (the “Notice of Borrowing”) no later than 11:00 a.m. three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m. on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (ai) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable 11863223v8 24740.00050 to any Borrowing of LIBOR Loans, then the Letters Borrower shall be deemed to have selected an Interest Period of Credit and any other Indebtedness under this Agreement;one month. (b) any loans or other credit granted toNot later than 1:00 p.m. on the requested Borrowing Date, or Capitalized Lease Obligations entered into byeach Lender will make available to the Administrative Agent at the Payment Office an amount, any Company for the purchase or lease of fixed assets (in Dollars and refinancings in immediately available funds, equal to its Ratable Share of such loansrequested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, credit or Capitalized Lease Obligationsif such Borrowing is to occur on the Closing Date, Section 3.1), which loans, credit and Capitalized Lease Obligations shall only be secured the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by the fixed assets being purchased or leased, so long as the aggregate principal causing an amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding;like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Indebtedness existing Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the First Amendment Effective date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, in addition which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the other Indebtedness permitted Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to be incurred pursuant the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to this Section 5.8the Administrative Agent as provided hereinabove, as upon satisfaction or waiver of the applicable conditions set forth in Schedule 5.8 hereto Section 3.2 (and any extensionand, renewal or refinancing thereof but only if such Borrowing is to the extent that the principal amount thereof does not increase after occur on the Closing Date, Section 3.1);, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) loans With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and guaranties of Indebtedness each other Lender (on behalf of, and with a Company copy to, the Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment 11863223v8 24740.00050 of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from a Company the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so long as each such Company is a Credit Party;recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (e) loans toIf, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and guaranties of Indebtedness ofeach Lender shall be deemed to have purchased and hereby agrees to purchase, a Foreign Subsidiary by a Credit Party participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount not of such Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to exceed Fifteen Million Dollars ($15,000,000) recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding;administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) Indebtedness under Notwithstanding any Hedge Agreement, so long as such Hedge provision of this Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed abovecontrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Swingline Loans pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in an aggregate principal any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) 11863223v8 24740.00050 the failure of the amount for all Companies not of such Borrowing of Revolving Loans to exceed Twenty Million Dollars meet the minimum Borrowing amount specified in Section 2.2(a), or ($20,000,000iv) at the failure of any time outstandingconditions set forth in Section 3.2 or elsewhere herein to be satisfied.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided provided, that this Section 5.8 shall not apply to the followingto: (a) the Loans, the Letters of Credit and or any other Indebtedness under this Agreement; (b) in addition to the Indebtedness permitted pursuant to the other subparts of this Section, the Indebtedness that shall exist as of the Closing Date as set forth in SCHEDULE 5.8 hereto, but not any loans extensions, renewals or other credit granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings replacements of such loansIndebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Global Agent and the Lenders taken as a whole in the reasonable judgment of the Global Agent than the Indebtedness being refinanced or extended and the average life to maturity thereof shall be greater than or equal to that of the Indebtedness being refinanced or extended; provided that such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, credit renewed or Capitalized Lease Obligationsrefinanced (other than the Companies), which loans(B) exceed in a principal amount the Indebtedness being renewed, credit extended or refinanced plus the costs of refinancing (including consent fees), accrued interest and Capitalized Lease Obligations premiums or (C) be incurred, created or assumed if any Default or Event of Default shall only have occurred and be secured by continuing or would result therefrom); (c) the fixed assets being purchased unsecured Indebtedness of Borrower in connection with the notes (including any replacement notes) issued pursuant to the Subordinated Indenture, so long as (i) all of such Indebtedness shall be Subordinated at all times to the Debt, and (ii) the aggregate principal amount of such Indebtedness shall not exceed Two Hundred Sixty Million Dollars ($260,000,000) at any time; (d) the unsecured Indebtedness of Borrower in connection with the notes issued pursuant to the Subordinated Convertible Indenture, so long as (i) all of such Indebtedness shall be Subordinated at all times to the Debt, and (ii) the aggregate principal amount of such Indebtedness shall not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) at any time; (e) the Indebtedness of Borrower in connection with the notes or leasedsecurities issued pursuant to the Senior Indenture, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies Indebtedness shall not exceed Twenty Three Hundred Million Dollars ($20,000,000300,000,000) at any time outstandingtime; (c) the Indebtedness existing on the First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement; (b) any loans or other credit granted to, to or Capitalized Lease Obligations entered into by, by any Company for the purchase or lease of fixed assets (and refinancings of such loans, credit loans or Capitalized Lease Obligations), which loans, credit loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstanding; (c) the Indebtedness existing on the First Amendment Effective Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that so long as the principal amount thereof does shall not increase be increased after the Closing Date); (d) loans to, and guaranties of Indebtedness of, to a Company from a Company so long as each such Company is a Credit Party; (e) loans to, and guaranties of Indebtedness of, a Foreign Subsidiary by a Credit Party in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (gf) [Intentionally Omitted]; and (h) other unsecured IndebtednessIndebtedness incurred or assumed in connection with an Acquisition permitted pursuant to Section 5.13 hereof, in addition to so long as the Indebtedness listed above, in an aggregate principal amount for of all such Indebtedness incurred in connection with all such Acquisitions by all Companies does not to exceed Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) at any time outstanding.; (g) Indebtedness of a Foreign Subsidiary, up to an aggregate principal amount (not including any other Indebtedness permitted pursuant to subsection (h) below) of up to Five Million Dollars ($5,000,000) at any time outstanding for such Foreign Subsidiary, provided however, that the aggregate amount of Indebtedness for all Foreign Subsidiaries (not including any other Indebtedness permitted pursuant to subsection (h) below) shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding;