Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateEach of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) Indebtedness under the Loan DocumentsSecured Obligations (other than in respect of Hedging Contracts); (b) Indebtedness the Senior Notes in an aggregate outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedexceed $160,890,000; (c) intercompany Indebtedness permitted under Section 7.02; provided that in existing on the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary Closing Date and disclosed on Schedule 8.1 (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentExisting Indebtedness); (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into Guaranty Obligations incurred by such Person a Loan Party in the ordinary course respect of business for the purpose Indebtedness of directly mitigating risks associated with fluctuations in interest rates or foreign exchange ratesanother Loan Party otherwise permitted by this Section 8.1, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain Guaranty Obligations incurred by any provision exonerating Foreign Subsidiary in respect of the non defaulting party from its obligation to make payments on outstanding transactions to Indebtedness of a Foreign Subsidiary otherwise permitted by this Section 8.1 and (iii) unsecured Guaranty Obligations incurred by a Loan Party in respect of the defaulting partyIndebtedness of a Foreign Subsidiary permitted by clause (g) of this Section 8.1; (e) Capital Lease Obligations and purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred by a Warnaco Entity to finance the purchase acquisition or construction of fixed assetsassets in an aggregate outstanding principal amount not to exceed the Dollar Equivalent of $40,000,000 at any time; (f) Renewals, and renewalsextensions, refinancings and extensions thereofrefundings of Indebtedness permitted by clauses (b), provided (c) and (e) of this Section 8.1 and of Indebtedness under the Canadian Facility; provided, however, that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of, and is on terms not materially less favorable to the Warnaco Entity obligated thereunder (subject to market rates), including as to weighted average maturity and final maturity, than, the Indebtedness being renewed, extended, refinanced or refunded, (B) additionally with respect to any renewal, extension, refinancing or refunding of the Senior Notes, such renewal, extension, refinancing or refunding (i) is unsecured and not guaranteed by any Warnaco Entity that is not guaranteeing the Obligations, and (ii) has no payments of principal scheduled to be due and payable prior to three years after the Revolving Loan Maturity Date and (C) additionally with respect to any renewal, extension, refinancing or refunding of Indebtedness under the Canadian Facility, such renewal, extension, refinancing or refunding is not directly or indirectly guaranteed by, or secured by any assets of, any Loan Party; (g) Indebtedness of the Foreign Subsidiaries of Group not otherwise permitted under this Section 8.1; provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of all such Indebtedness (other than under the Canadian Facility) shall not exceed $25,000,000 100,000,000 at any time (with such dollar limitation not to be applicable with respect to the incurrence of such Indebtedness if (x) at the time of incurrence of such Indebtedness the Leverage Ratio for Group is less than 3.5 to 1.0 for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 on a pro forma basis after giving effect to such incurrence and the application of the proceeds thereof and (y) prior to the incurrence of such Indebtedness, Group has delivered to the Administrative Agent a certificate executed by a Responsible Officer of Group certifying the satisfaction of the requirements under this parenthetical with respect to such incurrence and setting forth in reasonable detail the calculation of such Leverage Ratio); (h) a Sale and Leaseback Transaction permitted pursuant to Section 8.16, to the extent such transaction would constitute Indebtedness; (i) Indebtedness arising from intercompany loans from any Warnaco Entity to any other Warnaco Entity, provided, that such Investment is permitted to be made by such Warnaco Entity under Section 8.3(a); (j) Indebtedness incurred for the sole purpose of financing the payment of insurance premiums in the ordinary course of business, in an aggregate amount not to exceed $15,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (fk) unsecured Indebtedness owed to Controlling Affiliates arising under any performance or surety bond entered into in an aggregate principal amount not to exceed at any one time outstanding the sum ordinary course of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)business; (gl) other Obligations under Hedging Contracts permitted under Section 8.17; (m) unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingEarnout Obligations and Subordinated Indebtedness; and (hn) Guarantees with respect to other Indebtedness permitted under this Section 7.03the aggregate Dollar Equivalent of the principal amount of which shall not exceed $50,000,000 at any time (of which not greater than the aggregate Dollar Equivalent of $20,000,000 may be secured by Liens at any time).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under Current accounts payable arising in the Loan Documentsordinary course of business; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness a Subsidiary owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to Borrower or after giving effect to such prepaymentanother Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ef) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for fixed or capital assets within the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstandinglimitations set forth in Section 7.01(d); and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;and (fg) Other secured or unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding otherwise permitted by the sum foregoing clauses of (i) $50,000,000 minus (ii) this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness as permitted under this Section 7.03clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documentsthis Agreement; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof)of Financing Subsidiaries; provided that (i) on the amount of date that such Indebtedness is not increased incurred (for clarity, with respect to any and all revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder), prior to and immediately after giving effect to the incurrence thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a) to (e) and the Parent is in pro forma compliance with the covenant set forth in Section 6.07(f), and on the date of such refinancing, renewal or extension except by an amount equal incurrence Borrower delivers to the Administrative Agent a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with certificate of a Financial Officer to such refinancing and by an amount equal to any existing commitments unutilized thereunder effect and (ii) in the terms relating case of revolving loan facilities or staged advance loan facilities, upon each borrowing thereunder, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a) to principal amount, amortization, maturity, collateral (if anye) and subordination (if anythe Parent is in pro forma compliance with the covenant set forth in Section 6.07(f), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that repurchase obligations arising in the case ordinary course of Indebtedness owing by a Loan Party business with respect to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentU.S. Government Securities; (d) obligations (contingent payable to clearing agencies, brokers or otherwise) existing dealers in connection with the purchase or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person sale of securities in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partybusiness; (e) purchase money Indebtedness obligations of the Borrower under a Permitted SBIC Guarantee and obligations (including obligations Guarantees) in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financedStandard Securitization Undertakings; (f) unsecured Indebtedness owed to Controlling Affiliates of the Borrower under any Hedging Agreements entered into in the ordinary course of the Borrower’s business for interest rate or currency hedging and not for speculative purposes, in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding (for clarity, the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of any Indebtedness outstanding pursuant to Section 7.03(gunder any Hedging Agreement shall be the amount such Obligor would be obligated for under such Hedging Agreement if such Hedging Agreement were terminated at the time of determination); (g) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as such judgments or awards do not constitute an Event of Default; (h) Indebtedness of an Obligor to any other unsecured Obligor; and (i) additional Indebtedness not for borrowed money, in an aggregate principal amount not to exceed $10,000,000 15,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateThe Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness outstanding existing on the Closing Escrow Date and after giving effect to the Spin Transaction and set forth on Schedule 7.03 7.03(a) and Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Borrower to any Restricted Subsidiary and renewals, refinancings and extensions thereof)of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that (iA) the amount of such Indebtedness is shall not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal have been transferred to any existing commitments unutilized thereunder and Person other than the Borrower or any Restricted Subsidiary, (iiB) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a any Loan Party to a Foreign Restricted Subsidiary (i) such Indebtedness that is not a Loan Party shall be unsecured and subordinated prior in right of payment to the Obligations in a manner and to an extent on terms customary for intercompany subordinated Indebtedness, as reasonably acceptable to determined by the Administrative Agent and (iiC) any such Indebtedness shall not be prepaid unless no Default exists immediately incurred in compliance with Section 7.03(d); (iv) Guarantees incurred in compliance with Section 7.03(d); (v) Indebtedness of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 days after giving effect to such prepaymentacquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or (B) assumed in connection with the acquisition of any fixed or capital assets, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $50,000,000 at any time outstanding; (dvi) obligations Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case, in the ordinary course of business; (contingent vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of the Borrower or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Restricted Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange ratessupporting obligations under workers’ compensation, unemployment insurance and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyother social security laws; (eviii) Indebtedness of the Borrower or any Restricted Subsidiary in the form of bona fide purchase money price adjustments or earn-outs incurred in connection with any Permitted Acquisition or other Investment permitted by Section 7.03(d); (ix) the Senior Notes and any Refinancing Indebtedness (including obligations in respect thereof; (x) Indebtedness owed to EHI with respect to any return of capital leases excess escrow funds; (xi) Indebtedness in connection with one or more standby letters of credit or performance or surety bonds or completion guarantees issued by the Borrower or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and Synthetic Lease Obligationsnot in connection with the borrowing of money or the obtaining of advances or credit; (A) hereafter incurred Permitted Debt; provided that, after giving effect to finance the purchase incurrence of fixed assetssuch Indebtedness and any related transaction on a pro forma basis the Total Leverage Ratio shall not exceed 4.50 to 1.00 (in each case calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)); provided, and renewalsfurther, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness of the Restricted Subsidiaries that are not Loan Parties permitted by this clause (xii) shall not exceed $25,000,000 at any one time outstanding; outstanding and (iiB) such Refinancing Indebtedness when in respect of Indebtedness incurred shall not exceed the purchase price of the asset(spursuant to clause (A) financedabove; (fxiii) unsecured Refinancing Debt Securities and Refinancing Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)respect thereof; (gxiv) Indebtedness incurred under leases of real property in respect of tenant improvements; (xv) Indebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition and any Refinancing Indebtedness in respect thereof; (xvi) other unsecured Indebtedness in an aggregate principal amount not to exceed the greater of (i) $10,000,000 25,000,000 at any time outstanding or (y) 2.5% of Consolidated Tangible Assets; (xvii) Indebtedness consisting of (A) the financing of insurance premiums and (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (xviii) obligations under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (xix) Indebtedness in the form of Swap Agreements permitted under Section 7.03(k); (xx) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrower or such Restricted Subsidiary in connection with such disposition; (xxi) Indebtedness of Foreign Subsidiaries (i) incurred to provide consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or (ii) incurred in an aggregate principal amount outstanding at any one time outstandingnot to exceed $50,000,000 (measured at the time of incurrence); (xxii) Indebtedness to the extent that the Net Proceeds thereof are promptly deposited to defease or to satisfy and discharge the Senior Notes in each case in accordance with the requirements of the Senior Note Indenture; (xxiii) the Separation Obligations; and (hxxiv) Guarantees with respect Indebtedness under any Permitted Receivables Financing incurred on or after the Funding Date in an aggregate amount at any time outstanding not to Indebtedness permitted under this exceed $75,000,000. The Borrower will not, and will not permit any Restricted Subsidiary to, issue any Disqualified Stock, other than, in the case of the Restricted Subsidiaries, to the Borrower or any other Restricted Subsidiary; provided that any issuance of Equity Interests of any Restricted Subsidiary that is not a Loan Party to any Loan Party shall be subject to Section 7.037.03(d).

Indebtedness. Create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, except: (ai) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by any Loan Party or any Subsidiary of a Loan Party, Indebtedness owed to any Loan Party to a Foreign or any wholly owned Subsidiary (i) of any Loan Party, provided that, in each case, such Indebtedness (y) shall be subordinated prior to the Obligations in a manner and to an extent on terms reasonably acceptable to the Administrative Agent and (iiz) such Indebtedness shall not be prepaid evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, which promissory notes shall (unless no Default exists immediately prior payable to or after giving effect the Borrower) by their terms be subordinated to such prepaymentthe Obligations of the Loan Parties under the Loan Documents; (diii) obligations in the case of each Loan Party (contingent other than the Parent Guarantor) and its Subsidiaries, (A) Indebtedness secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or otherwiserefinancing such Existing Debt, (D) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) Indebtedness in respect of Hedge Agreements entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with Borrower and designed to hedge against fluctuations in interest rates or foreign exchange ratesrates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and and (E) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets, the incurrence of which would not for purposes result in a Default under Section 5.04 or any other provision of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partythis Agreement; (eiv) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price case of the asset(s) financedParent Guarantor and the Borrower, Indebtedness under Customary Carve-Out Agreements; (fv) unsecured Indebtedness owed to Controlling Affiliates endorsements of negotiable instruments for deposit or collection or similar transactions in an aggregate principal amount not to exceed at any one time outstanding the sum ordinary course of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)business; (gvi) Permitted Recourse Debt; (vii) in the case of the Parent Guarantor and the Borrower, any Contingent Obligations consisting of guarantees or indemnities of payment Obligations under any Qualifying Ground Lease, any Franchise Agreements or other unsecured agreements related to franchise licenses, management agreements or other agreements related to hotel management contracts, title insurance indemnifications or guarantees, or under any other documents, agreements or contracts approved by the Administrative Agent; and (viii) any other Indebtedness in an aggregate principal amount not to exceed $10,000,000 in the aggregate at any one time outstanding; and (h) Guarantees with outstanding in respect to Indebtedness permitted under this Section 7.03of all Loan Parties and their Subsidiaries and which is not secured by any Lien on any Unencumbered Asset.

Indebtedness. CreateNo Credit Party shall, and no Credit Party shall permit or cause any of its Subsidiaries to, create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:except the following (collectively, “Permitted Indebtedness”): (a) Indebtedness under of the Credit Parties evidenced by the Loan Documents; (b) any Indebtedness outstanding of Parent and its Subsidiaries existing on the Original Closing Date and set forth on Schedule 7.03 (7.2 hereto, including extensions and renewals, refinancings and extensions thereof); thereof provided that (i) the amount of such Indebtedness as of the date of such extension or refinancing is not increased at and the time of maturity and weighted average life thereof are not shortened and such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the refinanced Indebtedness is otherwise on terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension that are no less favorable in any material respect to the Loan Credit Parties and their Subsidiaries or the Lenders Lender Parties than the terms of the Indebtedness being so extended or refinanced, renewed or extended; (c) intercompany Indebtedness of Parent and its Subsidiaries not to exceed $1,000,000 in the aggregate at any time outstanding constituting Capital Lease Obligations; (d) Indebtedness of Parent and its Subsidiaries incurred after the Original Closing Date secured by purchase money Liens permitted under Section 7.02; 7.3(e)(i) provided the aggregate amount thereof outstanding at any time does not exceed $250,000; (e) [Intentionally Omitted]; (f) Subordinated Debt of the Credit Parties not to exceed $3,000,000 in the aggregate principal outstanding at any time (plus the amount of capitalized interest thereon in accordance with the terms thereof and the applicable Subordination Agreement), provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior subject to the Obligations in a manner terms and to an extent reasonably acceptable to conditions of the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentapplicable Subordination Agreement; (dg) obligations (contingent or otherwise) of any Credit Party or any Subsidiary thereof existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness Swap Termination Value thereof shall not exceed $25,000,000 500,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (fh) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of expressly permitted under Section 7.4; (i) $50,000,000 minus (ii) endorsements in the aggregate principal amount Ordinary Course of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingBusiness of negotiable instruments for deposit or collection; and (hj) Guarantees Indebtedness of any Credit Party incurred in connection with respect to Indebtedness permitted under this Section 7.03the financing of insurance premiums, in the Ordinary Course of Business.

Indebtedness. CreateContract, create, incur, assume or suffer to exist any Indebtedness, except: except for (ai) Indebtedness under the Loan Documents; ; (bii) Indebtedness incurred prior to the Filing Date (including existing Capitalized Leases) and outstanding on the Closing Date set forth on Schedule 7.03 Filing Date; (iii) intercompany Indebtedness among the Borrower and renewalsthe Guarantors; (iv) guarantees by the Borrower or any Guarantor of Indebtedness of the Borrower or any Guarantor otherwise permitted by this Section 6.03; (v) intercompany Indebtedness of any Foreign Subsidiary owing to another Global Entity, refinancings and extensions thereof); provided that (iA) the amount incurrence of such Indebtedness is not increased at the time of indebtedness by such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paidForeign Subsidiary, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms making of the Indebtedness being refinancedrelated loan or advance by the relevant Global Entity, renewed or extended; (c) intercompany Indebtedness is otherwise permitted under Section 7.02; provided that 6.09 and (B) in the case of intercompany Indebtedness owing by a Loan Party to from a Foreign Subsidiary (i) to a Domestic Entity, such Indebtedness shall be subordinated prior to the Obligations is evidenced by one or more promissory notes in a manner form and to an extent substance reasonably acceptable satisfactory to the Administrative Agent and is subject to the Lien created by the Security and Pledge Agreement to the extent required by the Security and Pledge Agreement; (vi) other Indebtedness incurred after the Filing Date by any Foreign Subsidiary which, taken together with all other then outstanding Indebtedness of all Foreign Subsidiaries (excluding intercompany indebtedness described in clause (v) hereof, but including any then outstanding Indebtedness of the Foreign Subsidiaries incurred prior to the Filing Date and described in clause (ii) hereof and any Indebtedness in connection with Foreign Receivables Financings, sale-leaseback transactions and Hedging Agreements), does not exceed an aggregate amount of $1,500,000,000 (the “Foreign Subsidiary Debt Limit”) at any time outstanding; (vii) Capitalized Leases and Indebtedness secured by purchase money Liens, in each case incurred after the Filing Date in an aggregate amount not to exceed $20,000,000 at any time outstanding; (viii) Indebtedness owed to JPMCB, CUSA, any other Lender or any of their respective banking Affiliates (or any Person that was a Lender or a banking Affiliate of a Lender at the time such Indebtedness shall not be prepaid unless no Default exists immediately prior was incurred) in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (ix) Indebtedness (other than Indebtedness described in clause (viii)) owed to any bank in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (x) Indebtedness incurred after giving effect the Filing Date by the Borrower or any Guarantor in connection with Hedging Agreements, in each case to the extent that (A) the counterparty to such prepayment; agreement is a Lender or a banking Affiliate of a Lender (dor was a Lender or a banking Affiliate of a Lender at the time such Indebtedness was incurred) obligations and (contingent or otherwise) existing or arising under any Swap Contract, provided that (iB) such obligations are (agreement or were) contract is entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes speculative purposes; (xi) intercompany Indebtedness of speculation any Domestic Entity owing to any Foreign Subsidiary so long as such Indebtedness is subordinated (on terms reasonably satisfactory to the Administrative Agent) to the Secured Obligations; (xii) refinancings or taking a “market view;” and replacements of Indebtedness described in clause (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations hereof in respect of capital leases Capitalized Leases and Synthetic Lease Obligations) hereafter purchase money debt obligations incurred in the ordinary course of business and, to finance the purchase extent required, with the approval of fixed assets, and renewals, refinancings and extensions thereofthe Bankruptcy Court, provided that (i) the aggregate outstanding principal amount of all Liens securing such Indebtedness shall do not exceed $25,000,000 at extend to or cover any one time outstandingadditional property; and (iixiii) such other Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates Global Entities in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding25,000,000; and (h) Guarantees provided that except with respect to any such Indebtedness permitted under this Section 7.03of a non-Guarantor Domestic Entity owed to the Borrower or a Guarantor, such Indebtedness shall be unsecured.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding of the Borrower and its Subsidiaries existing on the Closing Date set forth and described on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect 8.03 to the Loan Parties Disclosure Letter and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedPermitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing 8.02 (other than by a Loan Party reference to a Foreign Subsidiary this Section 8.03 (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentany sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) provided, that, such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;” (e) (i) purchase money Indebtedness (including obligations in respect of capital leases and Capital Leases or Synthetic Lease ObligationsLeases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (y) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing) and (z) the total of all such Indebtedness incurred in reliance on this clause (i) for all such Persons taken together, together with the total of all Indebtedness assumed by the Borrower and its Subsidiaries in reliance on clause (ii) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding and (ii) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02, that was incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, provided that that, (ix) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing), (y) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment and (z) the aggregate outstanding principal amount total of all such Indebtedness assumed in reliance on this clause (ii) for all such Persons taken together, together with the total of all Indebtedness incurred by the Borrower and its Subsidiaries in reliance on clause (i) of this Section 8.03(e), shall not exceed an aggregate principal amount of $25,000,000 1,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed in respect of obligations relating to Controlling Affiliates in an aggregate principal amount corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)outstanding; (g) Guarantees permitted by Section 8.02 (other unsecured than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasury, depositary, or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions, securities settlements, assumed settlement, netting services, overdraft protections and other cash management and similar arrangements, in each case in the ordinary course of business; provided, that, any such Indebtedness is extinguished within thirty (30) days; (i) advances or deposits in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed money; (j) Indebtedness (other than Indebtedness for borrowed money) issued or created in the ordinary course of business in respect of workers’ compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations; (k) Indebtedness incurred as a result of endorsing negotiable instruments in the ordinary course of business; (l) Indebtedness constituting Earn Out Obligations or obligations in respect of working capital adjustment requirements under the agreements used to consummate a Permitted Acquisition or other Investment permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (m) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted in the ordinary course of business in connection with the manufacturing of any Product or in connection with the supply chain related to any Product, in an aggregate principal amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) not to exceed $10,000,000 at any one time outstanding; (n) Indebtedness of the type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (ho) Guarantees with respect to other Indebtedness not otherwise permitted under by the foregoing clauses of this Section 7.038.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (8.03 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and thereunder, (ii) the terms relating average life to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, maturity of any such refinancing, refunding, renewal or extension are of such Indebtedness permitted hereby is not less than the then average life to maturity of the Indebtedness so refinanced or replaced, and (iii) any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable in any material respect to the Loan Parties Administrative Agent and their Subsidiaries or the Lenders Lenders, and no more restrictive to the Borrower, than the terms of the subordinated Indebtedness being refinanced, refunded, renewed or extendedextended and in an amount not less than the amount outstanding at the time thereof; (c) intercompany Indebtedness permitted under Section 7.02; provided that Guarantees of the Borrower or any Guarantor in the case respect of Indebtedness owing by a Loan Party to a Foreign Subsidiary otherwise permitted hereunder of the Borrower or any other Guarantor (iother than Indebtedness described in clauses (h), (j), (m), (n) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (iio) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentbelow); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, cash flows or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for real property and fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 8.01(k); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed30,000,000; (f) unsecured Assumed Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding of the sum of (i) $50,000,000 minus (ii) Borrower and the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000 20,000,000 at any one time outstanding; (g) Indebtedness of the Borrower in respect of the Subordinated Notes in an aggregate principal amount not to exceed $315,000,000; (h) Indebtedness of Foreign Subsidiaries of the Borrower in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Indebtedness of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to any of the Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a Restricted Subsidiary of the Borrower owing to the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary; provided that (A) the Foreign Investment Basket Utilization does not exceed $75,000,000, and (B) any such Indebtedness described in this clause (j) which is owing to the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than the Borrower or a Subsidiary Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Administrative Agent otherwise consents; (k) surety bonds permitted under Section 8.01; (l) other Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount outstanding not to exceed at any time $20,000,000; provided that, unless such Indebtedness is Indebtedness of a Foreign Subsidiary, such Indebtedness is unsecured; (m) Indebtedness of any Foreign Subsidiary owing to any other Foreign Subsidiary; (n) the Put Backstop Facility; (o) Permitted Subordinated Debt; and (p) Receivables Facility Outstandings in an aggregate amount at any time not to exceed $100,000,000, the recourse of which shall (except in respect of fees, costs, indemnifications, representations and warranties and other obligations in which recourse is customarily available against originators or servicers of Accounts included in special-purpose-vehicle receivables financing arrangements, other than any of the foregoing which are in effect credit substitutes) be limited solely to any applicable Receivables Co. and its assets; provided that (i) no Indebtedness otherwise permitted by clause (e), (f), (h), (j) Guarantees with respect (as such clause (j) relates to loans made by the Borrower or any Subsidiary Guarantor to Restricted Subsidiaries which are not Subsidiary Guarantors) or (l) may be incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and (ii) all such Indebtedness permitted under this Section 7.03of the type described in clause (j)(i)(y) above that is owed to Subsidiaries that are not Subsidiary Guarantors shall be subordinated, in writing, to the Obligations upon terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, by an amount equal to accrued and unpaid interest on such Indebtedness, and by an amount equal to any existing commitments unutilized thereunder; (c) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract (or under any Guarantee of any Swap Contract of the Parent or any Subsidiary of the Parent party to the Parent Credit Facility), provided that (i) such obligations are (or were) entered into by such Person (or Parent or such Subsidiary of the Parent, as applicable) in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person (or Parent or such Subsidiary of the Parent, as applicable), or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Guarantees in respect of any Parent Credit Facility; (e) capital leases (including sale-leaseback transactions) or purchase money obligations for fixed or capital assets, within the limitations set forth in Section 7.01(j), and in an aggregate amount not to exceed $25,000,000 at any one time outstanding, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (f) Indebtedness of Foreign Subsidiaries incurred in the ordinary course of business; (g) earn-out obligations incurred in respect of Permitted Acquisitions; (h) Guarantees given by the Borrower or any Subsidiary in respect of (i) any Indebtedness of the Parent or any of its Subsidiaries and/or (ii) other Indebtedness that is otherwise permitted under this Section 7.03; (i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02; (j) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Borrower or any of its Subsidiaries in the ordinary course of business; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; (l) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums; provided, that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (m) Indebtedness of a Person of the type described in Section 7.03(e) existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; which Indebtedness was not incurred in contemplation of such merger, consolidation or Investment and is non-recourse to the Borrower or any Subsidiary other than such Person, and any refinancings, refundings, renewals or extensions thereof, provided that (i) the property securing such Indebtedness is not increased, (ii) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent obligor with respect to such Indebtedness is not changed; (n) Indebtedness of the Borrower or any of its Subsidiaries to the extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge any other Indebtedness of such obligor not prohibited by this Section 7.03; provided that: (i) the amount of such new Indebtedness does not exceed the outstanding amount of the Indebtedness to be defeased or satisfied and discharged except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such defeasance or satisfaction and discharge, (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension new Indebtedness are no less favorable in any material respect to the Loan Parties Borrower and their its Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanceddefeased or satisfied and discharged and the interest rate applicable to any such new Indebtedness does not exceed the then applicable market interest rate and (iii) upon such defeasance, renewed discharge or extendedsatisfaction, such new Indebtedness must otherwise be permitted under another subsection of this Section 7.03 and shall thereafter not be permitted under this subsection (n); (co) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations extent constituting Indebtedness, obligations in a manner and respect of Treasury Management Services provided to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to Borrower or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person of its Subsidiaries incurred in the ordinary course of business (and Guarantees thereof for Treasury Management Services of the purpose Parent and any Subsidiary of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting Parent party from its obligation to make payments on outstanding transactions to the defaulting partyParent Credit Facility); (ep) purchase money term loan Indebtedness, debt securities, or other long term Indebtedness in an aggregate principal amount at any one time outstanding not to exceed (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance together with the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding unpaid principal amount of all such Indebtedness shall the Loans) $250,000,000; and (q) other Indebtedness, on terms reasonably acceptable to the Administrative Agent, in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; and (ii) provided that if such Indebtedness when is secured, the aggregate amount of such Indebtedness incurred in reliance on this clause (q) that is secured shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 5,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume No Restricted Person will in any manner owe or suffer to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness under the Loan Documents;Obligations. (b) obligations under Operating Leases entered into in the ordinary course of such Restricted Person’s business in arm’s length transactions at competitive market rates under competitive terms and conditions in all respects. (c) unsecured Indebtedness among Borrower and the Guarantors arising in the ordinary course of business. (d) the obligations under the Indenture or the Senior Secured Notes. (e) Indebtedness outstanding under the instruments and agreements described in Section 7.1 of the Disclosure Schedule. (f) In any Fiscal Year (i) purchase money Indebtedness or Capitalized Lease Obligations provided that the original principal amount of any such Indebtedness or Capital Lease Obligation shall not be in excess of the purchase price of the asset acquired thereby and such Indebtedness shall be secured only by the acquired asset and (ii) Indebtedness from a Person other than Lender on an unsecured basis; provided, however any such Indebtedness created, assumed or incurred under clauses (i) and (ii) above shall not exceed an aggregate principal amount equal to the Closing Date set forth Threshold Amount at any time outstanding. (g) unsecured Indebtedness in respect of financing for the payment of premiums for any Restricted Person’s insurance; provided, that such unsecured Indebtedness is on Schedule 7.03 terms that are not more restrictive than this Agreement. (and renewalsh) Guarantees of Restricted Persons in respect of Indebtedness otherwise permitted under this Section 7.1. (i) any refinancings, refinancings and renewals or extensions thereof)of Indebtedness permitted under subsections (b) through (i) above or any Indebtedness listed on Section 7.1 of the Disclosure Schedule; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and utilized thereunder. (iij) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, Indebtedness incurred by Restricted Persons in respect of any such refinancingbid, renewal performance or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; surety bond (cexcluding appeal bonds) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;business. (ek) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness otherwise permitted under this Section 7.03the Indenture.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” commodity prices and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of the Borrower owed to a Subsidiary, or of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) purchase money Indebtedness (including obligations Guarantees of the Borrower or any Subsidiary in respect of capital leases and Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor or the Indebtedness incurred by joint ventures constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $25,000,000; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease ObligationsObligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $30,000,000; (g) hereafter Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred to finance solely in contemplation of such Person’s becoming a Subsidiary of the purchase Borrower); (h) unsecured Indebtedness issued by the Borrower or any of fixed assets, and renewals, refinancings and extensions thereof, its Subsidiaries; provided that (i) immediately prior to and after giving effect to the aggregate outstanding issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount of all thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not exceed $25,000,000 at contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any one time outstandingof its Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; and (ii) provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness when incurred shall not exceed satisfy the purchase price requirements of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g7.02(h); (gi) Indebtedness in respect of insurance premium financing for insurance being acquired by the Borrower or any Subsidiary under customary terms and conditions; and (j) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness under incurred pursuant to this Agreement and the other Loan Documents; (bi) Indebtedness actually outstanding on the Closing Date set forth and listed on Schedule 7.03 6.01(b), (and renewals, ii) refinancings and extensions or renewals thereof); provided that (iA) the amount of any such refinancing Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced and (iii) the Senior Subordinated Notes and Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Note Guarantees); (c) Indebtedness under Hedging Obligations that are designed to protect against fluctuations in interest rates, foreign currency exchange rates or commodity prices or to exchange fixed rate Indebtedness for floating rate Indebtedness, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) intercompany Indebtedness of the Companies outstanding pursuant to the extent permitted by Section 7.03(g6.04(h); (e) Indebtedness in respect of Purchase Money Obligations, and refinancings and renewals thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding; (f) Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $5.0 million at any time outstanding; (g) Indebtedness in respect of bid, performance or surety bonds issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety obligations (in each case other unsecured than for an obligation for money borrowed); (h) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under Section 6.01; (i) Capital Lease Obligations resulting from Sale and Leaseback Transactions incurred by any Loan Party in an aggregate principal amount not to exceed $10,000,000 5.0 million at any one time outstanding; (j) 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, however, that such Indebtedness is extinguished within five Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) Holdings Employee Notes in an aggregate amount not to exceed $7.5 million at any time outstanding; and (hm) Guarantees with respect other Indebtedness of any Company in an aggregate amount not to exceed $15.0 million at any time outstanding; provided that except for up to $10.0 million of Capital Lease Obligations resulting from Sale and Leaseback Transactions, all Indebtedness permitted incurred and outstanding under this Section 7.036.01(m) shall be unsecured.

Indebtedness. CreateFrom and after the Effective Date, no member of the Restricted Group shall, directly or indirectly, create, incur, assume or suffer otherwise become liable with respect to exist any Indebtedness, except: except (a) any Indebtedness constituting obligations under the Loan Documents; , the Second Lien Documents, the PM Gallery Loan Modification Documents or the Woodland Mall Secured Loan Modification Documents, (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for the purpose in connection with workers’ compensation, unemployment insurance and other social security legislation or in respect of directly mitigating risks associated with fluctuations in interest rates or foreign exchange ratessurety and appeal bonds, performance bonds and other similar obligations, (c) obligations owing from a Loan Party to a Loan Party, (d) obligations owing from a Subsidiary that is not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does Loan Party to a Subsidiary that is not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; a Loan Party, (e) purchase money Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business, (including obligations f) non-recourse Indebtedness incurred in respect of capital leases and Synthetic Lease Obligations) hereafter incurred order to finance the purchase payment of fixed assetsinsurance premiums in the ordinary course of business, (g) other Indebtedness outstanding on the Effective Date and renewalsany amendments, refinancings modifications, Refinancings or forbearances of the same, in each case that do not increase the principal amount outstanding thereunder to an amount greater than the principal amount thereunder as of the Effective Date plus accrued interest at the time of such Refinancing, amendment, modification or forbearance and extensions thereofcosts, provided fees and transaction expenses paid in connection with such Refinancing, amendment, modification or forbearance to Persons that are not Affiliates of the Borrower or any Subsidiary (or are paid to Affiliates of the Borrower or any Subsidiary upon fair and reasonable terms which are no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of any of the foregoing); (h) obligations under Derivatives Contracts entered into in compliance with Section 9.11, (i) Indebtedness incurred pursuant to one or more Excluded Stimulus Transactions, which does not, in the aggregate outstanding principal amount of all such Indebtedness shall not aggregate, exceed $25,000,000 20,000,000 at any one time outstanding; and , (iij) such Guarantees by a Loan Party of Indebtedness when incurred shall not exceed the purchase price of another Loan Party of the asset(stype permitted pursuant to Section 9.14(a), Section 9.14(b), Section 9.14(i), Section 9.14(k), Section 9.14(l), Section 9.14(m) financed; or Section 9.14(o), (fk) unsecured Indebtedness owed to Controlling Affiliates represented by Capitalized Lease Obligations or purchase money indebtedness in an aggregate principal amount not to exceed at any one time outstanding which, when taken together with the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of all other Indebtedness outstanding incurred pursuant to Section 7.03(g); this clause and then outstanding, does not exceed $5,000,000, (gl) other obligations in connection with completion guarantees, surety bonds and performance bonds relating to liabilities, obligations or guarantees incurred in the ordinary course of business of the Borrower or its Subsidiaries, (m) obligations under any customary cash management, credit or debit card, purchase care, electronic funds transfer, cash pooling or netting or setting off arrangements in the ordinary course of business of the Borrower or its Subsidiaries, (n) [intentionally omitted], and (o) unsecured Indebtedness in an aggregate principal amount that does not to exceed $10,000,000 5,000,000 at any one time outstanding; and (h) Guarantees . For purposes of determining compliance with respect to Indebtedness permitted under this Section 7.039.14, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described above, Borrower may classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 9.14. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.14.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract permitted pursuant to Section 7.15; (b) Indebtedness of a Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary owed to a Borrower or a Restricted Subsidiary, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (bd) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (A) by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, and (B) by an amount equal to any existing commitments unutilized thereunder and thereunder; (ii) no additional or replacement direct or any contingent obligors are added with respect thereto, as a result of or in connection with such refinancing, refunding, renewal or extension; (iii) that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; and (iv) the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (ce) intercompany Guarantees of the Borrowers or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of either Borrower or any Guarantor or the Indebtedness incurred by joint ventures or Unrestricted Subsidiaries, in each case, constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $15,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment7.03(n); (df) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (contingent or otherwiseg) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof in accordance with the terms of Section 7.03(g), which Indebtedness is existing or arising under any Swap Contract, at the time such Person becomes a Restricted Subsidiary (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary); (h) unsecured Indebtedness issued by the US Borrower and/or Finance Co; provided that (i) immediately prior to and after giving effect to the issuance of such obligations are Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than six (6) months after the latest Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or weresinking fund therefor) entered into of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions, taken as a whole, that are materially more restrictive on the US Borrower and its Restricted Subsidiaries, taken as a whole, than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of Section 7.02(h); (i) [reserved]; (j) Indebtedness in respect of insurance premium financing for insurance being acquired by such Person a Borrower or any Subsidiary incurred in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” on customary terms and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyconditions; (ek) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance existing solely based on the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price existence of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Liens permitted by Section 7.03(g7.01(o); (gl) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations for the account of the US Borrower or any Restricted Subsidiary, in each case, arising in the ordinary course of business and other than for an obligation for borrowed money; (m) Indebtedness pursuant to the SPE Transactions; and (n) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed $10,000,000 15,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” commodity prices and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of the Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary of the Borrower owed to the Borrower or a wholly-owned Restricted Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) purchase money Indebtedness (including obligations Guarantees of the Borrower or any Restricted Subsidiary in respect of capital leases Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor or the Indebtedness incurred by joint ventures or Unrestricted Subsidiaries, in each case, constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $100,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.03(j); (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease ObligationsObligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000; (g) hereafter Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Indebtedness incurred to finance solely in contemplation of such Person’s becoming a Restricted Subsidiary of the purchase of fixed assets, Borrower); (h) unsecured Indebtedness issued by the Borrower or the Borrower and renewals, refinancings and extensions thereof, Tesoro Logistics Finance Corp.; provided that (i) immediately prior to and after giving effect to the aggregate outstanding issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount of all thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not exceed $25,000,000 at contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any one time outstandingof its Restricted Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; and (ii) provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness when incurred shall not exceed satisfy the purchase price requirements of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to this Section 7.03(g7.02(h); (gi) Indebtedness in respect of insurance premium financing for insurance being acquired by the Borrower or any Restricted Subsidiary under customary terms and conditions; (j) Indebtedness of the Borrower and Tesoro Logistics Finance Corp. pursuant to the Closing Date Senior Notes; and (k) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed $10,000,000 60,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents, Secured Cash Management Agreements and Secured Swap Contracts; (b) Indebtedness outstanding on the Closing Date set forth (including the 2022 Notes) and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Guarantees of the Borrower or any Loan Party in respect of Indebtedness otherwise permitted under Section 7.02hereunder of the Borrower or any Loan Party; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) if such Indebtedness is subordinated to the Obligations, such Guarantee shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable on terms at least as favorable to the Administrative Agent and (ii) Lenders as those contained in the subordination of such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentIndebtedness; (d) obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party”; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease ObligationsObligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $125,000,000; (f) hereafter incurred Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided by the Borrower and its Restricted Subsidiaries in the ordinary course of business; (g) intercompany Indebtedness permitted under Section 7.02 (other than Section 7.02(f)); provided that in the case of Indebtedness owing by a Loan Party to finance any Subsidiary that is not a Loan Party, such Indebtedness shall be unsecured and subordinated in right of payment to the purchase of fixed assetsObligations on a basis, and renewalspursuant to an agreement, refinancings reasonably acceptable to the Administrative Agent; (h) from and extensions thereofafter the Delayed Draw Term A Loan Termination Date, unsecured Indebtedness (any such Indebtedness, “Additional Indebtedness”); provided in each case that (i) after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof on a Pro Forma Basis, (A) the Loan Parties would be in Pro Forma Compliance and (B) the Consolidated Total Net Leverage Ratio would be less than 0.25 to 1.00 inside the then-applicable Consolidated Total Net Leverage Ratio set forth in Section 7.11(b), (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the immediately preceding sub-clauses (A) and (B) of the immediately preceding clause (i), as applicable; (iii) no Default or Event of Default shall exist at the time of, or would result from, the incurrence of, such Indebtedness; (iv) the maturity date of such Indebtedness shall be at least ninety-one (91) days after the later of (A) the latest Maturity Date of the Term B Facility and (B) the maturity date for any Incremental Tranche B Term Facility; (v) the Weighted Average Life of any such Indebtedness shall not be shorter than the then remaining Weighted Average Life of any other Term Loan; and (vi) the terms and conditions including such financial maintenance covenants (if any) applicable to such Additional Indebtedness shall not be, when taken as a whole, materially more restrictive (as determined by the Administrative Agent acting reasonably) than those contained in the Loan Documents; provided, that the aggregate principal amount of such Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties shall not exceed $50,000,000. (i) Indebtedness of the Borrower or any Restricted Subsidiary assumed or acquired connection with Permitted Acquisition (any such Indebtedness, “Acquired Indebtedness”), provided that (i) such Indebtedness shall exist prior to the applicable Permitted Acquisition and was not incurred in connection with, in anticipation or contemplation of, the applicable Permitted Acquisition and (ii) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 75,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (fj) unsecured [reserved]; (k) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not past due more than 90 days except to the extent being contested in good faith and by appropriate proceedings; (l) Indebtedness owed arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any disposition permitted hereunder, any acquisition or other purchase of assets or Equity Interests permitted hereunder, and Indebtedness arising from surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any Restricted Subsidiary pursuant to Controlling Affiliates such agreement; (m) Indebtedness arising in an aggregate principal amount not to exceed at any one time outstanding connection with endorsement of instruments for deposit in the sum ordinary course of business; (in) $50,000,000 minus (ii) Indebtedness in respect of premium financing arrangements; provided that the aggregate principal amount of such Indebtedness outstanding pursuant to shall not exceed the annual premium amount and shall be secured only by the Liens described in Section 7.03(g7.01(x); (go) Indebtedness consisting of unsecured guarantees by the Borrower or any of its Restricted Subsidiaries of operating leases of any Loan Party (other than the Borrower); (p) Indebtedness in respect of commercial credit cards, stored value cards, employee credit cards, purchasing cards and treasury management services and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and, in each case, similar arrangements and otherwise in connection with cash management or customary banking arrangements, and deposit accounts, in each case to the extent incurred in the ordinary course of business; provided that, to the extent any such arrangements create Indebtedness obligations or liabilities by a Loan Party to or with respect to any Subsidiary that is not a Loan Party, such Indebtedness obligations or liabilities must be permitted under Section 7.02 (other than Section 7.02(f)); (q) Indebtedness representing deferred compensation to employees of the Borrower and its Subsidiaries; (i) Indebtedness in respect of guarantees of the obligations of suppliers, customers and licensees in the ordinary course of business and (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (s) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default; (t) Indebtedness consisting of obligations owing under any dealer, customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (u) Indebtedness consisting of (i) take-or-pay obligations contained in supply arrangements and/or (ii) obligations to reacquire assets or inventory in connection with customer financing arrangements, in each case, in the ordinary course of business; (v) Indebtedness of any Restricted Subsidiary that is a Non-U.S. Subsidiary under (i) the Yen Revolving Credit Agreement (Japan) in a maximum principal amount of Yen 500,000,000 at any time outstanding or (ii) any other local overdraft, working capital, letter of credit or other facility or extension of credit from third parties, in each case incurred in the ordinary course of business of such Non-U.S. Subsidiary, in an aggregate amount for all such Indebtedness incurred pursuant to this clause (v)(ii) not to exceed $75,000,000 at any time outstanding; provided that, in the event that any such facility is secured, to the extent deemed necessary or appropriate by the Administrative Agent in its sole discretion, any such secured Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent; (w) to the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (x) [reserved]; (y) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 50,000,000 at any one time outstanding; and (hz) Guarantees with respect to Indebtedness permitted under this Section 7.03the 2033 Notes and the 2036 Notes.

Indebtedness. Create, incur, assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended8.01; (c) intercompany Guarantees of any Loan Party in respect of Indebtedness otherwise permitted under Section 7.02hereunder of any other Loan Party; provided that in the case any Guarantee of Indebtedness owing by a Loan Party permitted hereunder that is subordinated to a Foreign Subsidiary (i) such Indebtedness the Obligations shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to on substantially the Administrative Agent and (ii) same terms as such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentguaranteed Indebtedness; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course Ordinary Course of business Business for the purpose of directly mitigating risks reasonably anticipated by such Person associated with fluctuations liabilities, commitments, investments, assets, cash flows of or property held by, or changes in interest rates or foreign exchange ratesthe value of securities issued by, such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness arising in the Ordinary Course of Business in connection with treasury management and commercial credit card, merchant card and purchase money or procurement card services; (f) Indebtedness (including obligations in respect of capital leases and Capital Leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for Real Property and other fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 8.02(i); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii, together with the Swap Termination Value of all Swap Contracts permitted under Section 8.01(d) such Indebtedness when incurred above, shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)5,000,000; (g) other unsecured Assumed Indebtedness in an aggregate principal amount not to exceed $10,000,000 1,000,000 at any one time outstanding; (h) Indebtedness (including earnouts and seller notes) incurred to finance or as part of the consideration for any Permitted Acquisition; provided, that, (i) no Event of Default exists at the time of or would be caused by the incurrence of such Indebtedness and (ii) such Indebtedness (A) is unsecured, (B) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (C) does not have a maturity date or require the payment in cash of principal (other than in respect of working capital adjustments) prior to a date later than 91 days following the Maturity Date and (D) is subordinated to the Obligations on terms reasonably acceptable to the Required Lenders; (i) unsecured Indebtedness consisting of Investments in any Person that is not a Subsidiary permitted under Section 8.03; provided that any Guarantee of such unsecured Indebtedness shall be subordinated to the Obligations on substantially the same terms, if any, as are applicable to such unsecured Indebtedness; (j) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $500,000; (k) the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business; (l) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the Ordinary Course of Business in respect of workers’ compensation and other casualty 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 and other casualty claims; (m) Indebtedness incurred or arising in the Ordinary Course of Business and not in connection with the borrowing of money in respect of (i) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms; (ii) performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar instruments or obligations; and (iii) obligations to pay insurance premiums; (n) Indebtedness representing deferred compensation to current or former employees, directors, consultants or independent contractors incurred in the Ordinary Course of Business; (o) surety bonds, deposits and similar obligations permitted under Section 8.02(e) or (f); (p) unsecured Indebtedness of (A) any Loan Party owing to any other Loan Party or any Subsidiary that is not a Loan Party (so long as such Indebtedness owing to a Subsidiary that is not a Loan Party (1) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (2) does not require the payment in cash of principal (at maturity or otherwise) prior to ninety-one (91) days following the Maturity Date, and (3) is subordinated to the Obligations on terms reasonably acceptable to the Required Lenders and as to which at least ten (10) Business Days prior to incurrence thereof, the Borrower Agent has delivered a certificate to the Administrative Agent certifying as to compliance with each of clauses (1) through (3) above), (B) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (C) any Subsidiary that is not a Loan Party owing to any Loan Party; provided that any such Indebtedness described in this clause which is owing to a Loan Party, shall (1) be evidenced by promissory notes in form and substance satisfactory to the Required Lenders and pledged to the Administrative Agent on terms acceptable to the Required Lenders, (2) be permitted under Section 8.03(c) or (i), and (3) not be forgiven or otherwise discharged for any consideration other than payment in full in cash unless the Required Lenders otherwise consent; (q) [reserved]; (r) other unsecured Indebtedness (i) that bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (ii) has a stated maturity date no earlier than 91 days following the Maturity Date, (iii) as to which at the time of incurrence thereof no Default or Event of Default has occurred and is continuing or would result therefrom, (iv) the aggregate outstanding principal amount of which does not exceed $2,000,000 at any time, and (v) with respect to which at least ten (10) Business Days prior to each such incurrence, the Borrower Agent has delivered a certificate to the Administrative Agent certifying as to compliance with each of clauses (i) through (iv) above; (s) Indebtedness of Holdings and its Subsidiaries 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 (5) five Business Days of its incurrence; (t) contingent obligations to financial institutions, in each case to the extent in the Ordinary Course of Business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain payroll services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the payroll services or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes and other customary, contingent obligations of Credit Parties incurred in the Ordinary Course of Business; (u) Indebtedness owing to insurance carriers to finance insurance premiums of any Loan Party in the Ordinary Course of Business in a principal amount not to exceed at any time the amount of insurance premiums to be paid by such Loan Party; (v) Indebtedness in respect of netting services and overdraft protection in connection with Loan Party deposit accounts in the Ordinary Course of Business; (w) Subordinated Debt; and (hx) Guarantees with respect to Indebtedness permitted under this Section 7.03Refinancing Indebtedness.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness under (i) the Loan DocumentsObligations and (ii) Hedging Obligations incurred pursuant to this Agreement; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (2010 Debt, the 2011 Debt, the 2013 Debt, the 2014 Debt, the 2▇▇▇ ▇▇▇ ▇▇▇▇, the 2012 EPL Debt and renewals, refinancings and extensions thereof); provided that (i) the amount Refinancing of all or any portion of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal (including amounts relating to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, premiums incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amountRefinancing); provided, amortizationhowever, maturity, collateral (if any) and subordination (if any), and other material terms taken as that such Refinancing Indebtedness does not have a whole, of any such refinancing, renewal or extension are no less favorable in any material respect maturity date that is prior to the Loan Parties and their Subsidiaries or date that is six (6) months after the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedStated Maturity Date; (c) intercompany Indebtedness permitted under Section 7.02; provided existing as of the Effective Date that is identified in Item 7.2.2(c) of the case Disclosure Schedule, and Refinancing of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to (as such amount has been reduced following the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentEffective Date); (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that unsecured Indebtedness (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business of the Borrower and its Subsidiaries (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services (including insurance premium payables in the ordinary course) that are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the purpose books of directly mitigating risks associated with fluctuations in interest rates the Borrower or foreign exchange rates, and not for purposes of speculation or taking a “market view;” such Subsidiary) and (ii) such Swap Contract does not contain any provision exonerating in respect of performance, surety or appeal bonds or similar assurance undertakings provided in the non defaulting party from its obligation to make payments on outstanding transactions to ordinary course of business, but excluding (in each case), funded Indebtedness incurred through the defaulting partyborrowing of money or Contingent Liabilities in respect thereof; (e) purchase money Indebtedness (including obligations in respect i) evidencing the deferred purchase price of capital leases and Synthetic Lease Obligations) hereafter newly acquired property or incurred to finance the acquisition of equipment of the Borrower and its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of fixed assetsbusiness of the Borrower and its Subsidiaries (provided that, such Indebtedness is incurred within 60 days of the acquisition of such property) and renewals(ii) in respect of Capitalized Lease Liabilities; provided that, refinancings the aggregate amount of all Indebtedness outstanding pursuant to this clause shall not at any time exceed $10,000,000; (f) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (g) [Intentionally Blank]; (h) Indebtedness incurred by the Borrower and extensions thereofits Subsidiaries associated with bonds, provided that surety or similar assurance obligations or undertakings required by Applicable Law in connection with the operation of the Oil and Gas Properties; (i) Indebtedness of a Person existing at the time such Person became a Subsidiary of the Borrower, but only if such Indebtedness was not created or incurred in contemplation of such Person becoming a Subsidiary; (j) Indebtedness (including, but without duplication, Contingent Liabilities of the Subsidiary Guarantors in respect thereof) of the Borrower, in an amount not to exceed an aggregate outstanding principal amount of all up to $1,000,000,000 (the “Permitted Unsecured Indebtedness”) so long as (i) such Indebtedness shall not exceed $25,000,000 remains at any one time outstanding; and all times unsecured Indebtedness, (ii) such Indebtedness when does not have a maturity date that is prior to the date that is six (6) months after the Stated Maturity Date, (iii) after giving effect to the incurrence of such Indebtedness no Default or Event of Default shall have occurred and be continuing, and (iv) after giving effect to the incurrence of such Indebtedness the Borrower is in pro forma compliance with Section 7.2.4, and the Refinancing of all or any applicable portion of such Indebtedness (including amounts relating to fees and premiums incurred shall not exceed in connection with such Refinancing); provided that, notwithstanding the purchase price foregoing, to the extent that all or any portion of the asset(sproceeds of any such Indebtedness incurred pursuant to this Section 7.2.2(j) financedis subsequently used to Refinance all or any portion of the Senior Unsecured Debt, such Indebtedness so incurred pursuant to this Section 7.2.2(j), the proceeds of which are so used, will be deemed to constitute a Refinancing of such applicable Senior Unsecured Debt, and to the extent so used shall no longer be Permitted Unsecured Indebtedness, including for purposes of Section 7.1.16(b) hereof; for the avoidance of doubt, however, any Permitted Unsecured Indebtedness so Refinanced shall remain Permitted Unsecured Indebtedness for purposes hereof, and any Indebtedness incurred pursuant to this Section 7.2.2(j) from which the proceeds are not or have not yet been used to Refinance Senior Unsecured Debt shall remain Permitted Unsecured Indebtedness unless or until so used; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (gk) other unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10,000,000 at any one time outstanding2,500,000; and provided, that no Indebtedness otherwise permitted by clauses (hc), (e), (g), (j) Guarantees with respect to Indebtedness permitted under this Section 7.03or (k) shall be incurred, assumed, created, Refinanced or otherwise incurred if a Default, a Borrowing Base Deficiency or an EPL Borrowing Base Deficiency has occurred and is then continuing or would result therefrom.

Indebtedness. CreateThe Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any IndebtednessIndebtedness and Synthetic Leases, except: (a) Indebtedness arising or existing under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness outstanding on and Synthetic Leases of the Credit Parties and their Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set forth on out more specifically in Schedule 7.03 (6.1(b)) hereto and renewals, refinancings and or extensions thereof)thereof in a principal amount not in excess of that outstanding (or committed lines) as of the date of such renewal, refinancing or extension; provided that with respect to Subordinated Debt permitted by this Section 6.1(b), the Borrower (iA) the amount of may refinance such Indebtedness with similar issuances of Subordinated Debt having a maturity that is not increased at after the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, Maturity Date and fees on terms and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable conditions satisfactory to the Administrative Agent and (B) may not refinance such Indebtedness with issuances of senior Indebtedness until such time as the Borrower shall have achieved a Total Leverage Ratio of less than 3.50 to 1.0 on a Pro Forma Basis after giving effect to any such issuance; (c) Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (d) Indebtedness and obligations owing under (i) Secured Hedging Agreements and (ii) swap agreements, cap agreements, collar agreements, exchange agreements futures or forward hedging contracts or similar contractual arrangements intended to protect a Person against fluctuations in interest rates, currency exchange rates or the price of raw materials and other chemical products used or produced in the business of the Borrower; provided, that, with respect to the arrangements described in clause (ii) hereof, such arrangements are (A) with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000, (B) are not for speculative purposes and (C) are unsecured or secured by assets or property other than Collateral; (e) Guaranty Obligations in respect of Indebtedness and Synthetic Leases of a Credit Party to the extent such Indebtedness and Synthetic Leases are permitted to exist or be incurred pursuant to this Section 6.1; (f) other secured Indebtedness and Synthetic Leases of the Credit Parties and their Subsidiaries which does not exceed $250,000,000 in the aggregate at any time outstanding; provided that such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under secured by any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstandingMortgaged Property; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g);and (g) other unsecured Indebtedness in an aggregate principal amount of the Credit Parties and their Subsidiaries which does not to exceed $10,000,000 150,000,000 in the aggregate at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior (other than Guarantees) (A) of the Company to any of its Subsidiaries and (B) of any Subsidiary of the Company to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent Company or any other such Subsidiary; and (ii) such Guarantees of the Company in respect of Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentotherwise permitted hereunder of any Subsidiary of the Company; (d) obligations (contingent or otherwise) of the Company existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person the Company in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or any of its Subsidiaries, or changes in interest rates or foreign exchange ratesthe value of securities issued by any such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations of the Company or any of its Subsidiaries incurred in the ordinary course of business as an account party in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the letters of credit, bank guarantees or similar instruments in an aggregate outstanding principal face amount of all such Indebtedness shall not to exceed $25,000,000 at or (ii) with respect to any one time outstanding; surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature; (i) Indebtedness of any Finance Subsidiary and (ii) such the extension, renewal, replacement or refinancing of any Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of permitted under clause (i) $50,000,000 minus (ii) above to the aggregate principal amount of extent such Indebtedness outstanding pursuant to Section 7.03(g)is at a Finance Subsidiary; (g) Indebtedness of the Company in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other unsecured arrangements representing acquisition consideration incurred in connection with an acquisition permitted hereunder; (h) Indebtedness consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, incurred in the ordinary course of business; (i) Indebtedness of any Person that becomes a Subsidiary of the Company after the Closing Date pursuant to a transaction permitted hereunder; provided that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) no other Subsidiary (other than the acquired Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is retired within thirty (30) days after the date such Subsidiary is acquired unless such Indebtedness is otherwise permitted by this Section 7.03; (j) Indebtedness in respect of Capital Leases and purchase money obligations for fixed or capital assets in an aggregate principal amount not to exceed $10,000,000 exceed, at any one time, $25,000,000; (k) Indebtedness incurred by the Company from time outstandingto time pursuant to any commercial paper supported by the Revolving Credit Facility; (l) From the Closing Date to the date on which an initial public offering of the Company, spin-off or split-off of the Company from Fortive, or other distribution by Fortive to its shareholders of all or a majority of the equity interest in the Company owned by Fortive has occurred, Guarantees by the Company or any Subsidiary of indebtedness of Fortive incurred pursuant to the 0.875% Convertible Senior Notes due 2022 issued on February 22, 2019; and (hm) Guarantees with respect to other Indebtedness not otherwise permitted under this Section 7.037.03 unless any Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or would result therefrom; provided that the sum, without duplication, of (i) any Indebtedness of the Company or any Subsidiary secured by Liens permitted by Section 7.01(t) (and not otherwise permitted under Sections 7.01(a) through (s)), (ii) any Indebtedness of any Subsidiary that is not a Guarantor (a “Subsidiary Non-Guarantor”) and that is not otherwise permitted under subsections (a) through (l) above (other than any Indebtedness incurred by any Designated Borrower under this Agreement), and (iii) any other Indebtedness of the Company or any Designated Borrower that is Guaranteed by any Subsidiary Non-Guarantor, shall not exceed the Priority Debt Basket.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under incurred pursuant to this Agreement and the Loan other Credit Documents; (b) Existing Indebtedness outstanding on the Closing Initial Borrowing Date set forth and listed on Schedule 7.03 (and renewalsPart A of Annex V, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancingwithout giving effect to any subsequent extension, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereof; (c) intercompany Indebtedness Capitalized Lease Obligations permitted under pursuant to Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment8.08; (d) obligations Indebtedness among the Borrower and its Subsidiaries to the extent permitted by Section 8.05; (contingent e) Indebtedness consisting of Subordinated Debt; (f) Indebtedness secured by Liens permitted to be incurred pursuant to Sections 8.03(k), 8.03(l) and 8.03(n) not to exceed an aggregate amount of $25,000,000 outstanding at any time for all such Sections taken together; (g) Indebtedness consisting of Contingent Obligations otherwise permitted pursuant to Section 8.20; (h) Indebtedness under the IBM Inventory Finance Facility or otherwisethe DFS Inventory Finance Facility; (i) existing Indebtedness under the (i) ▇▇▇▇▇▇ Receivables Purchase Facility and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Receivables Purchase Facility; (j) Indebtedness under Interest Rate Protection Agreements entered into to protect the Borrower against fluctuations in interest rates in respect of the Obligations and other Indebtedness permitted hereunder; (k) Indebtedness under Other Hedging Agreements providing protection against fluctuations in currency values in connection with the Borrower's or arising under any Swap Contractof its Subsidiaries' operations so long as management of the Borrower or such Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities and not for purposes of speculation; (l) Indebtedness of the Borrower or a Wholly-Owned Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of the acquisition of an asset securing such Indebtedness), and any refinancing of such Indebtedness so long as the principal amount thereof is not increased, provided that (i) such obligations are (Indebtedness was not incurred in connection with or were) entered into by in contemplation of such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; Permitted Acquisition and (ii) such Indebtedness when incurred shall not exceed is repaid in full within 60 days after the purchase price consummation of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingsuch Permitted Acquisition; and (hm) Guarantees Indebtedness consisting of the Trust Preferred Related Subordinated Debt and any refinancing thereof consummated in accordance with respect to Indebtedness permitted under this Section 7.038.18.

Indebtedness. CreateThe Borrowers will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, exceptprovided, that the Borrowers and their Subsidiaries may incur additional Indebtedness if (i) both before and after giving effect to such incurrence, Availability is equal to or greater than the Threshold Amount, (ii) based on projections provided to, and in form and substance satisfactory to, the Administrative Agent, Availability for the 90 day period following such incurrence, after giving effect thereto, shall be equal to or greater than the Threshold Amount and (iii) on the date of such incurrence, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, the Borrowers and their Subsidiaries may incur the following types of Indebtedness regardless of whether Availability exceeds the Threshold Amount: (a) Indebtedness created under the Loan Financing Documents; (b) Indebtedness outstanding existing on the Closing Date date hereof and set forth on in Schedule 7.03 (6.01 and renewalsextensions, refinancings renewals and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, replacements of any such refinancing, renewal Indebtedness that do not increase the outstanding principal amount thereof or extension are no less favorable in any material respect interest thereon or fees related thereto and otherwise on substantially similar terms to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedsuch existing Indebtedness; (c) intercompany Indebtedness permitted under Section 7.02of the Borrowers incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or interest thereon or fees related thereto or result in an earlier maturity date or decreased weighted average life thereof; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately is incurred prior to or within 90 days after giving effect to such prepaymentacquisition or the completion of such construction or improvement; (d) obligations Indebtedness among (contingent i) the Borrowers, (ii) the Borrowers and their wholly-owned Subsidiaries which are Guarantors arising as a result of intercompany loans pledged under the Security Agreement; provided that the aggregate principal amount of all Indebtedness owing to the Borrowers or otherwiseany such Guarantor shall not exceed $10,000,000 at any time outstanding and (iii) existing or among the Borrowers and their foreign Subsidiaries arising as a result of intercompany loans pledged under any Swap Contractthe Security Agreement, provided that the aggregate principal amount of all Indebtedness owing to the Borrowers shall not exceed $15,000,000 at any time outstanding; (e) Guarantees permitted by Section 6.04; (f) Indebtedness subject to Liens permitted under Section 6.02(a) through (f); (g) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (h) Indebtedness of PVH in respect of letters of credit issued by PVH for its own account or for the account of any other Borrower, provided that neither the Agent nor any Lender shall have any direct or indirect liability with respect to any such letter of credit, whether as a guarantor, confirming bank or otherwise; (i) such obligations are other unsecured Indebtedness (or wereand if by Guarantee, without duplicate counting of the amount guaranteed and the underlying Indebtedness) in an aggregate principal amount not exceeding $100,000,000 at any time outstanding; and (j) Derivative Obligations entered into by such Person in the ordinary course of business for to hedge or mitigate risks to which PVH or any subsidiary is exposed in the purpose conduct of directly mitigating risks associated its business or the management of its liabilities with fluctuations any Lender or an Affiliate of any Lender in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the an aggregate outstanding principal amount of for all such Indebtedness shall Obligations not to exceed $25,000,000 150,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateNo Credit Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Agreement and the Loan other Credit Documents, including any Incremental Term Loans, Other Term Loans and Credit Agreement Refinancing Indebtedness; (b) Indebtedness outstanding on of the Credit Parties and their Subsidiaries existing as of the Closing Date set forth on Schedule 7.03 (and set out more specifically in Schedule 6.1(b) hereto) and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension and extensions thereof)all accrued and unpaid interest thereon or premium payable with respect thereto and reasonable fees and expenses incurred in connection therewith; (c) Indebtedness of the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be renewed, refinanced or extended for a principal amount in excess of the asset(sprincipal balance outstanding thereon at the time of such renewal, refinancing or extension (other than by an amount equal to all accrued and unpaid interest thereon, any premium required to be paid in connection therein and all reasonable expenses incurred in connection therewith); and (iii) financedthe total amount of all such Indebtedness shall not exceed $1,500,000 at any time outstanding; (d) Unsecured intercompany Indebtedness among the Credit Parties and, to the extent permitted pursuant to Section 6.5(h) or 6.5(l), their Subsidiaries or the Winopoly JV, as applicable; provided that any such Indebtedness shall be, to the extent required by the Administrative Agent, evidenced by the Global Intercompany Note which shall be pledged to the Administrative Agent as Collateral for the Credit Party Obligations or shall otherwise be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory note or a subordination agreement in form and substance reasonably satisfactory to Administrative Agent; (e) Indebtedness and obligations owing under (i) Bank Products and (ii) other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) unsecured Indebtedness owed to Controlling Affiliates of a Person existing at the time such Person becomes a Subsidiary of a Credit Party in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness a transaction permitted hereunder in an aggregate principal amount not to exceed $10,000,000 3,500,000 at any one time outstanding for all such Persons, and any extension, renewal or refinancing thereof so long as the principal amount is not increased (other than by an amount equal to all accrued and unpaid interest thereon, any premium required to be paid in connection therein and all reasonable expenses incurred in connection therewith); provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Credit Party; (g) Indebtedness arising from (i) agreements providing for indemnification and purchase price adjustment obligations or similar obligations in connection with Dispositions, other than sales of assets or Permitted Acquisitions, or (ii) guaranties or letters of credit, surety bonds or performance bonds or similar instruments securing the performance of any Credit Party or its Subsidiaries pursuant to such agreements; (h) Guaranty Obligations of (i) any Credit Party in respect of Indebtedness of any other Credit Party, (ii) any Subsidiary that is not a Credit Party in respect of Indebtedness of any other Subsidiary that is not a Credit Party, (iii) any Subsidiary that is not a Credit Party in respect of Indebtedness of any Credit Party and (iv) any Credit Party in respect of Indebtedness of any Subsidiary that is not a Credit Party, in each case to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section or Section 6.5(h), as applicable; (i) other Indebtedness of the Credit Parties and their Subsidiaries in an aggregate principal amount not to exceed $2,500,000; provided that the aggregate principal amount of any such Indebtedness that is secured shall not exceed $1,000,000 at any time outstanding; provided, further that no Event of Default shall exist or result at the time of incurrence thereof; (j) unsecured Indebtedness of the Borrower, incurred in connection with the redemption or repurchase of Equity Interests of officers, directors or employees of the Credit Parties or any Subsidiary thereof; provided that such Indebtedness is subordinated to the Credit Party Obligations on terms reasonably acceptable to Administrative Agent; (k) Indebtedness consisting of the financing of (i) insurance premiums incurred in the ordinary course of business owing to the applicable insurance companies and insurance brokers of any Credit Party or Subsidiary thereof and (ii) certain vendors of any Credit Party or Subsidiary thereof, in each case, in an aggregate amount not to exceed $2,500,000 at any time outstanding; (i) Indebtedness in respect of treasury, depositary, cash management and netting services and other like services, including, without limitation, funds transfer, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and similar arrangements or otherwise in connection with securities accounts, deposit accounts and other similar accounts, in each case, incurred in the ordinary course of business, and (ii) Indebtedness arising from the endorsement of instruments or other payment items for deposit in the ordinary course of business; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within ten (10) Business Days of its incurrence; (n) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Credit Party or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person; (o) any Indebtedness created under the ▇▇▇▇▇ Fargo Cash Management Documents; (p) Indebtedness arising from Seller Notes or Earn-Out Obligations; provided that (i) the aggregate principal amount of all Indebtedness outstanding under this Section 6.1(p) shall not at any time exceed $17,500,000 and (ii) the aggregate principal amount of any such Indebtedness in excess of $5,000,000 is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; and (hq) Guarantees with respect to Indebtedness permitted under this Section 7.03the extent constituting Indebtedness, Permitted Investments.

Indebtedness. Create, incur, permit or assume or suffer to exist any Indebtedness, exceptother than: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness outstanding of any Loan Party to Borrower or to any other Loan Party, or of Borrower to any other Loan Party; provided 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 in any such case, is reasonably satisfactory to Lender; (c) guaranties by Borrower of Indebtedness of a Loan Party or guaranties by a Loan Party of Indebtedness of Borrower or another Loan Party with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 7.05; (d) Indebtedness described in Schedule 7.05(d), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the Closing Date set forth on Schedule 7.03 date of this Loan Agreement, and (and renewals, ii) refinancings and extensions thereof)of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to Lender than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided that provided, 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, renewed or refinanced, or (B) exceed in a principal amount of such the Indebtedness is not increased at the time of such refinancingbeing renewed, renewal extended or extension refinanced (except by an amount equal to a the accrued but unpaid interest on such Indebtedness, and customary and reasonable premium prepayments premiums or other reasonable amount paid, penalties and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amountrenewal, amortization, maturity, collateral (if any) and subordination (if anyextension or refinancing), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all any such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (iiacquired in connection with Permitted Acquisitions) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding $1,000,000 with respect to (i) Capital Leases and (ii) purchase money Indebtedness; provided, in the sum case of clause (i), that any such Indebtedness shall be secured only by the asset subject to such Capital Lease, and, in the case of clause (ii), that any such Indebtedness shall (A) be secured only by the asset acquired in connection with the incurrence of such Indebtedness and (B) constitute not less than 90% of the aggregate consideration paid with respect to such asset; (f) Indebtedness of any Loan Party in respect of (i) $50,000,000 minus Non-Loan Party Lease Guaranties, as in effect on the Closing Date and without amendment, expansion or extension thereof, or (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)Guaranteed Leases; (g) other unsecured Indebtedness arising under Swap Contracts entered into by a Loan Party in the ordinary course of its business for the purpose of minimizing risk associated with an aggregate principal amount interest rate, currency or commodity and not for speculative purposes; (h) Indebtedness arising under forward commodities agreements for purchases entered into in the ordinary course of Loan Parties’ business in order to exceed $10,000,000 at manage existing or anticipated commodities price and supply risks and not for speculative purposes; (i) Indebtedness of any one time outstandingLoan Party under insurance premium financings entered into in the ordinary course of such Loan Party’s business; and (hj) Guarantees with respect to Indebtedness permitted under this Section 7.03arising from (i) any customer reward program or (ii) gift cards issued by any Loan Party, in each case, in the ordinary course of Loan Parties’ business.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (8.03 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and thereunder, (ii) the terms relating average life to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, maturity of any such refinancing, refunding, renewal or extension are of such Indebtedness permitted hereby is not less than the then average life to maturity of the Indebtedness so refinanced or replaced, and (iii) any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable in any material respect to the Loan Parties Administrative Agent and their Subsidiaries or the Lenders Lenders, and no more restrictive to the Borrower, than the terms of the subordinated Indebtedness being refinanced, refunded, renewed or extendedextended and in an amount not less than the amount outstanding at the time thereof; (c) intercompany Indebtedness permitted under Section 7.02; provided that Guarantees of the Borrower or any Guarantor in the case respect of Indebtedness owing by a Loan Party to a Foreign Subsidiary otherwise permitted hereunder of the Borrower or any other Guarantor (other than Indebtedness described in clauses (i) such or (k) below), provided that any guarantee of Permitted Subordinated Debt or of any other Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to on substantially the Administrative Agent and (ii) same terms as such Indebtedness shall not be prepaid unless no Default exists immediately prior to Permitted Subordinated Debt or after giving effect to such prepaymentother subordinated Indebtedness; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, cash flows or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for real property and fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 8.01(k); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed50,000,000; (f) unsecured Assumed Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding of the sum of (i) $50,000,000 minus (ii) Borrower and the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000 75,000,000 at any one time outstanding; (g) Indebtedness of Foreign Subsidiaries of the Borrower in an aggregate principal amount at any time outstanding not to exceed 5% of the total assets of the Borrower and its Restricted Subsidiaries as of the end of the most recently ended fiscal year of the Borrower; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to any of the Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a Restricted Subsidiary of the Borrower owing to the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary; provided that (A) in the case of any Indebtedness described in subpart (ii) above, the Investment by the Borrower or Domestic Subsidiary is permitted by Section 8.02(o), and (B) any such Indebtedness described in this clause (i) which is owing to the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than the Borrower or a Subsidiary Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Administrative Agent otherwise consents; (j) surety bonds permitted under Section 8.01; (k) Indebtedness of any Foreign Subsidiary owing to any other Foreign Subsidiary; (l) Permitted Subordinated Debt; (m) Receivables Facility Outstandings in an aggregate amount at any time not to exceed $200,000,000, the recourse of which shall (except in respect of fees, costs, indemnifications, representations and warranties and other obligations in which recourse is customarily available against originators or servicers of Accounts included in special-purpose-vehicle receivables financing arrangements, other than any of the foregoing which are in effect credit substitutes) be limited solely to any applicable Receivables Co. and its assets; and (hn) Guarantees other unsecured Indebtedness of the Borrower and its Restricted Subsidiaries so long as (i) at the time of incurrence thereof the Borrower is in pro forma compliance (computed in accordance with respect Sections 1.04(c) and (d)) with the financial covenants set forth in Section 8.12, and (ii) such Indebtedness has a stated maturity date no earlier than the Term Loan B Maturity Date; provided that (i) no Indebtedness otherwise permitted by clause (e), (f), (g), (i) (as such clause (i) relates to loans made by the Borrower or any Subsidiary Guarantor to Restricted Subsidiaries which are not Subsidiary Guarantors) or (n) may be incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and (ii) all such Indebtedness permitted under this Section 7.03of the type described in clause (i)(i)(y) above that is owed to Subsidiaries that are not Subsidiary Guarantors shall be subordinated, in writing, to the Obligations upon terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness under All Debt represented by the Loan Documents; (b) Indebtedness outstanding Notes is being incurred for proper purposes and in good faith. Based on the financial condition of the Company as of the Closing Date set forth on Schedule 7.03 (and renewalsafter giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, refinancings and extensions thereof); provided that (i) the value of the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or Group Companies’ existing debts and other reasonable amount paid, and fees and expenses reasonably incurred, liabilities accrued in connection accordance with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the IFRS as they mature; (ii) the terms relating value of the assets of the Group Companies is greater than the amount that will be required to principal amount, amortization, maturity, collateral (if any) pay the liabilities of the Group Companies accrued in accordance with the IFRS on their respective debt as they become absolute and subordination (if any)mature, and other material terms (iii) the Group Companies’ assets do not constitute unreasonably small capital to carry on their businesses, taken as a whole, of any such refinancingas now conducted, renewal or extension are no less favorable in any material respect to including their aggregate capital needs taking into account the Loan Parties and their Subsidiaries or the Lenders than the terms particular capital requirements of the Indebtedness being refinancedbusiness conducted by the Group Companies; and (iv) the current cash flow of each of the Group Companies, renewed together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or extended;in respect of its liabilities when such amounts are required to be paid. (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) None of the Group Companies intends to incur debts beyond its ability to pay such Indebtedness shall not debts as they mature (taking into account the timing and amounts of cash to be prepaid unless payable on or in respect of its debt). The Company has no Default exists immediately prior knowledge of any facts or circumstances which lead it to believe that it or after giving effect any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction. None of the Group Companies is, or is reasonably likely to such prepayment;be, in default with respect to any Debt and no waiver of default is currently in effect. (diii) obligations None of the Group Companies has agreed or consented to cause or permit in the future (contingent upon the happening of a contingency or otherwise) existing any of its property, whether not owned or arising under any Swap Contracthereafter acquired, provided that to be subject to a Lien (i) such obligations are (other than the Liens imposed by the Documents or were) entered into by such Person in Applicable Law). None of the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates Group Companies is a party to, or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain otherwise subject to any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect contained in, any instrument evidencing Debt of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(sGroup Companies, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal which limits the amount not to exceed at any one time outstanding of, or otherwise imposes restrictions on the sum incurring of, Debt of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03Company.

Indebtedness. CreateNo Loan Party will create, incur, assume or suffer to exist any IndebtednessFunded Debt, except: (a) Indebtedness Funded Debt under the Loan Documents; (b) Indebtedness Funded Debt outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (6.14(b) and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness Funded Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Funded Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness Funded Debt being refinanced, refunded, renewed or extendedextended and the interest rate applicable to any such refinancing, refunding, renewing or extending Funded Debt does not exceed the then applicable market interest rate (“Permitted Refinancing Indebtedness”); (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary OpCo, (ix) such Indebtedness shall be Funded Debt that is subordinated prior in right of payment to the Obligations in a manner and to an extent of OpCo under the Loan Documents on terms reasonably acceptable satisfactory to the Administrative Agent and (iiy) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentObligations in respect of any Cash Management Agreement; (d) obligations in the case of Canadian Holdings, (x) Funded Debt in an amount not to exceed the purchase price, development cost and construction costs of property incurred by Canadian Holdings and (y) Funded Debt owed to a Project Company, which Funded Debt consists of loans made by such Project Company in lieu of distributions and is subordinated in right of payment to the Obligations of Canadian Holdings under the Loan Documents on terms reasonably satisfactory to the Agent, provided that after giving Pro Forma Effect to any such purchase or other acquisition in accordance with clause (b) of the definition of Covenant Cash Flow, OpCo shall be in compliance with each of the covenants set forth in Section 6.13; (e) in the case of US Holdings, Funded Debt, provided that after giving Pro Forma Effect to such Funded Debt, OpCo and US Holdings shall be in compliance with each of the covenants set forth in Section 6.13; (f) Obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” rates and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g);and (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted the extent constituting Funded Debt, obligations arising under this Section 7.03the Cash Sweep and Credit Support Agreement and the Management Services Agreement.

Indebtedness. Create(a) Incur, incurcreate, assume or suffer permit to exist any Indebtedness, howsoever evidenced, except: (ai) All Indebtedness under existing as of the Loan Documents; date hereof (bincluding Indebtedness of Saks and its Subsidiaries as of the date hereof, other than Indebtedness incurred in anticipation of the Saks Acquisition and Indebtedness which must be repaid pursuant to Section 5.01(a)(xvi)) and set forth in Schedule 8.04 attached hereto and incorporated herein by reference and any extension, renewal or refinancing thereof that does not increase the principal amount thereof from that existing immediately prior to such extension, renewal or refinancing; and that does not result in an interest rate which is greater than the market rate generally available to companies similarly situated to the Borrower for similar transactions; provided, none of the instruments and agreements evidencing or governing such Indebtedness outstanding (including extensions, renewals and refinancings thereof) shall be amended, modified or supplemented after the Closing Date (nor shall any new or other documents be entered into which are effective) to change any terms of repayment, subordination with respect to the Obligations, restrictions against incurring Liens or Indebtedness, rights of conversion, put or exchange, mandatory prepayment, reduction in commitment or addition of or adverse change in any borrowing base with respect to such Indebtedness from such terms and rights as in effect on the Closing Date set forth unless such amendments, modifications or supplements (or new or other documents) would not reasonably be expected to have an adverse effect on Schedule 7.03 the Borrower, or its creditworthiness with respect to its Obligations; (ii) Indebtedness owing to the Agent or any Lenders in connection with this Agreement, any Note or other Loan Document; (iii) Indebtedness consisting of Rate Hedging Obligations permitted under Section 8.13 hereof; (iv) The endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (v) Indebtedness incurred directly by the Borrower or any Subsidiary exclusively to finance machinery, equipment and renewalsother fixed assets purchased after the Closing Date and Indebtedness incurred after the Closing Date and secured by the Borrower's or any Subsidiary's real property (including without limitation, refinancings Indebtedness secured in connection with any tax retention operating leases and extensions thereofsynthetic leases); , provided that such Indebtedness (i) is secured, if at all, solely by a Lien permitted in accordance with Sections 8.05(iii) or (vii) hereof, as applicable, (ii) shall not be refinanced for a principal amount in excess of the amount of such Indebtedness is not increased principal balance outstanding thereon at the time of such refinancingrefinancing and (iii) does not, renewal or extension except by an at the time of incurrence, in the aggregate during any consecutive twelve month period for the Borrower and all Subsidiaries exceed a principal amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and five percent (ii5%) the terms relating to principal amount, amortization, maturity, collateral of Consolidated Net Worth (if any) and subordination (if any), and other material terms taken calculated as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees most recent fiscal period with respect to Indebtedness permitted under this Section 7.03.which the Agent shall have received the Required Financial Information);

Indebtedness. Create, incur, assume or suffer to exist exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and set forth on in Schedule 7.03 (and renewalsany refinancings, refinancings renewals and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, whole of any such refinancing, renewal refinancing or extension are no not materially less favorable in any material respect to the Loan Parties Borrower and their its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed refinanced or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party the Borrower to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money (i) Indebtedness of the Portfolio Companies (including exclusive of Indebtedness of the Portfolio Companies permitted pursuant to other clauses of this Section 7.03 that are applicable to Portfolio Companies) that does not exceed in the aggregate at any time outstanding for any Portfolio Company the greater of (x) $3,000,000 and (y) the product of (I) the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which financial statements regarding such Portfolio Company have been most recently delivered to the Administrative Agent in accordance with the terms of this Agreement times (II) 0.10 (with measurements under this clause (i) made at the time of incurrence of any such Indebtedness of the Portfolio Companies); (ii) Indebtedness consisting of obligations in respect of capital leases and Synthetic Lease the deferred purchase price of property or services (other than Earn Out Obligations) hereafter incurred in an aggregate amount not to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding and (iii) Indebtedness of the Borrower that does not exceed $1,000,000 in the aggregate at any time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)Qualified Intercompany Debt; (g) other unsecured Indebtedness [reserved]; (h) Guarantees (i) of obligations under real property leases and obligations in respect of severance payments provided by entities within the same Portfolio Company or Outside Company (as applicable), so long as any such guarantee is provided at the time such obligations are incurred, (ii) by the Borrower of obligations of Subsidiaries to the extent required by applicable law in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding, (iii) by the Borrower of obligations (contingent or otherwise) of Portfolio Companies existing or arising under Swap Contracts permitted by Section 7.03(d) the Swap Termination Value of which shall not exceed $5,000,000 in the aggregate for the amount guaranteed under all such Guarantees under this clause (iii), and (iv) arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.05; (i) Permitted Earn Out Obligations, provided that on the date of the incurrence of any Permitted Earn Out Obligation the aggregate amount of such Permitted Earn Out Obligation plus the aggregate amount of all then outstanding Permitted Earn Out Obligations for all Portfolio Companies shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated on a Pro Forma Basis, for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (i) the 2026 Senior Unsecured Notes; provided that the Borrower shall redeem the 2026 Senior Unsecured Notes in full on or prior to the date that is two (2) Business Days after the 2026 Redemption Date; (ii) unsecured Indebtedness of the Borrower arising under the 2029 Senior Unsecured Note Documents and any refinancing thereof; provided that (A) the amount of such Indebtedness is not increased in connection with such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; and (B) any amendment, modification or change to the terms of such Indebtedness in connection with such refinancing shall be permitted under Section 7.12(a); and (hiii) Guarantees with respect any other unsecured Indebtedness of the Borrower; provided that (A) both before and after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof, the Consolidated Total Leverage Ratio is at least 0.25 less than the maximum Consolidated Total Leverage Ratio then permitted under Section 7.11(a) and the Borrower is otherwise in compliance with the financial covenants in Section 7.11, in each case on a Pro Forma Basis with such financial covenants recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Section 7.03Agreement, and if such Indebtedness exceeds $5,000,000 the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the foregoing, (B) no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (C) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (D) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (E) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents; and (k) to the extent constituting Indebtedness, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in each case by any Portfolio Company in the ordinary course of business, in an aggregate amount not to exceed $35,000,000.

Indebtedness. CreateNo Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any IndebtednessIndebtedness of the Loan Parties or any of their respective Subsidiaries, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that : (i) Indebtedness incurred under this Agreement and the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and Loan Documents; (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any)Indebtedness existing as of the date hereof, and other material terms taken as a wholeany refinancing, extension, renewal or refunding of any such refinancing, renewal Indebtedness; (iii) Indebtedness consisting of capital lease obligations or extension are no less favorable in any material respect to similar obligations of the Loan Parties and their Subsidiaries or the Lenders than the terms existing as of the date hereof; (iv) (a) Indebtedness being refinancedsecured by a Lien referred to in Section 5.03(b), renewed and (b) any refinancing, extension, renewal or extended; (c) intercompany refunding of any such Indebtedness permitted under Section 7.02; provided that not involving an increase in the case of Indebtedness owing principal amount thereof; (v) any intercompany loans and advances made by a Loan Party to a Foreign Subsidiary any other Loan Party (i) provided that such Indebtedness shall be subordinated prior intercompany loans are subject to the Obligations Subordination Agreement); (vi) Indebtedness in respect of bid, performance or surety bonds issued for the account of a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to Loan Party or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Subsidiary in the ordinary course of business for business, including guarantees of obligations of such Person with respect to letters of credit supporting such bid, performance or surety obligations; (vii) Indebtedness arising from (a) honoring by a bank or other financial institution of a check or draft or similar instrument inadvertently drawn against insufficient funds in the purpose ordinary course of directly mitigating risks associated with fluctuations in interest rates or foreign exchange ratesbusiness, and not (b) Indebtedness arising in connection with endorsement of instruments for purposes deposit in the ordinary course of speculation or taking a “market view;” business; and (iiviii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase a sale or discounting of fixed assets, and renewals, refinancings and extensions thereofreceivables, provided that (i) there is no recourse for such indebtedness beyond the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03receivables collected.

Indebtedness. CreateThe Borrower will not, incurand will not permit any Restricted Subsidiary to, assume create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the Closing Date and set forth on in Schedule 7.03 (8.01 and renewals, refinancings and extensions Permitted Refinancing Indebtedness in respect thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that in the case of any Indebtedness owing by a Loan Party to a Foreign Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal amount of Indebtedness incurred in reliance on this clause (d) after the Third Amendment Effective Date shall not exceed the greater of (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent $425,000,000 and (ii) 10.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at any time outstanding; (e) obligations in connection with any Permitted Receivables Financing; (i) Indebtedness of the Borrower and its Restricted Subsidiaries; provided that (x) both immediately before and after giving effect to the incurrence of such Indebtedness, to the extent (A) such Indebtedness is secured, the pro forma Consolidated Secured Net Leverage Ratio shall not exceed 3.50 to 1.00 and (B) such Indebtedness is unsecured, the Borrower shall be prepaid unless in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis, (y) other than in respect of an aggregate principal amount of such Indebtedness outstanding at any one time after the Third Amendment Effective Date not to exceed the greater of (A) $650,000,000 and (B) 100.0% of Consolidated EBITDA for the most recently ended Test Period (the “Inside Maturity Basket”), such indebtedness shall have a maturity date no Default exists immediately earlier than 91 days following the then Latest Maturity Date (as of the date such Indebtedness was incurred); and (z) such Indebtedness either (A) does not contain any financial maintenance covenants or (B) any financial maintenance covenants contained in such Indebtedness either (I) do not apply prior to the Latest Maturity Date or (II) are not, taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries (as determined in good faith by a Responsible Officer of the Borrower) than those set forth in Section 8.11 unless the Borrower enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive financial maintenance covenants for the benefit of the Lenders and (ii) Permitted Refinancing Indebtedness in respect of the foregoing; provided that the aggregate principal amount of Indebtedness incurred after the Third Amendment Effective Date pursuant to this clause (f) and outstanding at any one time by Restricted Subsidiaries of the Borrower that are not Loan Parties shall not exceed the greater of (x) $650,000,000 and (y) 100.0% of Consolidated EBITDA for the most recently ended Test Period; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition (provided that such Indebtedness was not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary) so long as, immediately after giving effect to such prepaymentPermitted Acquisition, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and any Permitted Refinancing Indebtedness in respect of the foregoing; (dh) obligations (contingent or otherwise) existing or arising under any Indebtedness in respect of Swap Contract, Contracts; provided that (i) such obligations Swap Contracts are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or foreign exchange ratescommodity prices, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculation; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount Indebtedness of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price Restricted Subsidiaries of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates Borrower that are not Loan Parties after the Third Amendment Effective Date in an aggregate principal amount not to exceed outstanding at any one time outstanding not to exceed the sum greater of (i) $50,000,000 minus 525,000,000 and (ii) 12.5% of Consolidated Total Assets (as shown on or determined in accordance with the aggregate principal amount most recent financial statements of Indebtedness outstanding the Borrower delivered pursuant to Section 7.03(g7.01(a) or (b) prior to the date of incurrence thereof); (gj) to the extent constituting Indebtedness, indemnification and non-compete obligations or adjustments in respect of the purchase price (including earn-outs and other contingent deferred payments) in connection with any Permitted Acquisition or sale or disposition permitted by Section 8.05; (k) Indebtedness in respect of workers’ compensation claims, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties and similar arrangements, in each case 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 drawn by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is promptly repaid; (m) other unsecured Indebtedness of the Borrower and its Restricted Subsidiaries incurred after the Third Amendment Effective Date in a principal amount up to but not exceeding in the aggregate outstanding on the date such Indebtedness is incurred the greater of (i) $525,000,000 and (ii) 12.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at such time; (n) the Senior Notes and any Permitted Refinancing Indebtedness in respect of the foregoing; (o) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (p) Indebtedness incurred in the ordinary course of business in connection with cash pooling arrangements and cash management incurred in the ordinary course of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts, but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto; (q) Indebtedness consisting of unpaid insurance premiums owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (r) Guarantees of Indebtedness otherwise permitted by this Section 8.01 and of other obligations otherwise permitted hereunder; (s) $1,000,000,000 plus the principal amount of any “Incremental Equivalent Debt”, “Incremental Revolving Commitments”, “Incremental Term Loan Commitments” and/or “Revolving Commitment Increase” (as such terms are defined in the Existing Credit Agreement as in effect on the Third Amendment Effective Date) funded pursuant to Section 2.01(d) of the Existing Credit Agreement as in effect on the Third Amendment Effective Date without waiver of any requirements thereof (and any Permitted Refinancing Indebtedness with respect thereto); (t) Incremental Equivalent Debt in an aggregate principal amount measured at the time of incurrence not to exceed $10,000,000 the then remaining Incremental Amount; provided that to the extent (A) such Indebtedness is secured, the pro forma Consolidated Secured Net Leverage Ratio shall not exceed 3.50 to 1.00 and (B) such Indebtedness is unsecured, the Borrower shall be in compliance on a Pro Forma Basis with Section 8.11 immediately after giving effect to such incurrence (in each case, excluding the cash proceeds of such Incremental Commitments from cash and cash equivalents and treating any Incremental Revolving Commitments (as defined in the Existing Credit Agreement) as fully drawn); (u) any Refinancing Debt Securities and any Permitted Refinancing Indebtedness in respect of the foregoing; and (v) Indebtedness under tri-party guarantee agreements (guaranteeing Indebtedness of third-party suppliers) in an aggregate principal amount outstanding at any one time outstanding; and not to exceed the greater of (hi) Guarantees $150,000,000 and (ii) 25.0% of Consolidated EBITDA for the most recently ended Test Period. The accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Equity Interests in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue discount or liquidation preferences and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the applicable amount of any Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 8.01. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a consolidated balance sheet of the Borrower dated such date prepared in accordance with GAAP. This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior in right of payment to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior in right of payment to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral. Further, for purposes of determining compliance with this Section 8.01, if an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Indebtedness (or any portion thereof) permitted by this Section 8.01, the Borrower may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 8.01 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred pursuant to only such clause or clauses (or any portion thereof); provided, that all Indebtedness outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 7.038.01.

Indebtedness. CreateNo Loan Party shall, incurnor shall it permit any Subsidiary to, assume or suffer to exist incur any Indebtedness, except: except Permitted Indebtedness. Notwithstanding the foregoing, other than intercompany transfers among the Subsidiaries of ▇▇▇▇ ▇▇▇▇▇▇ and transfers to the European Borrower (aincluding intermediate transfers to ▇▇▇▇ ▇▇▇▇▇▇ in order to effectuate transfers to the European Borrower), the European Borrower and ▇▇▇▇ ▇▇▇▇▇▇ and Subsidiaries of ▇▇▇▇ ▇▇▇▇▇▇ shall not be permitted to incur any Indebtedness other than (i) Indebtedness under pursuant to the Loan Documents; Documents (bas defined in the Euro Term Loan Credit Agreement), (ii) pursuant to the Loan Documents (as defined in the ABL Credit Agreement), and (iii) any Specified Subsidiary may incur Permitted Specified Subsidiary Indebtedness. The accrual of interest and the accretion or amortization of original issue discount on Indebtedness outstanding and the payment of interest in the form of additional Indebtedness originally incurred in accordance with this Section 7.03 will not constitute an incurrence of Indebtedness. For purposes of determining compliance with any Dollar-denominated restriction on the Closing Date set forth incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on Schedule 7.03 (i) for existing Indebtedness, the relevant exchange rate applied for purposes of preparing the most recent balance sheet filed by the Parent with the SEC, and renewals(ii) for the Indebtedness being incurred, refinancings and extensions thereof)the relevant currency exchange rate in effect on the date such Indebtedness is incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that (i) if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness is not increased at the time of such refinancingbeing extended, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paidreplaced, and fees and expenses reasonably incurredrefunded, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in defeased based on the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign relevant exchange rates, and not rate applied for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating preparing the non defaulting party from its obligation to make payments on outstanding transactions to most recent balance sheet filed by the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance Parent with the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03SEC.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 8.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.028.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary that is not a Loan Party (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;” (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (A) $25,000,000 50,000,000 and (B) 3% of Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available), in each case, at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of Subordinated Indebtedness; provided, that (i) $50,000,000 minus no Default exists immediately prior and after giving effect thereto and (ii) after giving effect to such Subordinated Indebtedness on a Pro Forma Basis, the aggregate principal amount of Indebtedness outstanding pursuant to Borrower is in compliance with the financial covenants set forth in Section 7.03(g)8.11; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.038.03; and (h) to the extent constituting Indebtedness, obligations incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in connection with Permitted Acquisitions or Dispositions permitted by Section 8.05; provided that, in respect of any such obligations incurred pursuant to agreements providing for indemnification in connection with Dispositions permitted by Section 8.05, such Indebtedness shall not exceed the amount of Net Cash Proceeds received from such Dispositions; (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) of a Subsidiary outstanding on the date such Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the Acquisition of assets from a Person in a Permitted Acquisition; provided that the aggregate principal amount of all such Indebtedness shall not exceed $2,000,000 at any one time outstanding; (j) unsecured Indebtedness consisting of the deferred purchase price of Permitted Acquisitions; (k) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees to purchase Equity Interests (or options or warrants or similar instruments) of the Borrower pursuant to Restricted Payments permitted by this Agreement; (l) Indebtedness incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; (m) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of (i) $50,000,000 and (ii) 3% of Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available), in each case, at any one time outstanding; (n) Permitted Convertible Indebtedness; provided that (A) the maturity date of such Permitted Convertible Indebtedness is at least six (6) months after the Maturity Date, (B) after giving effect to the incurrence of any such Permitted Convertible Indebtedness, the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (C) after giving effect to the incurrence of any such Permitted Convertible Indebtedness, no Default or Event of Default shall exist or be continuing; and (o) other unsecured Indebtedness; provided that (A) the terms (including, without limitation, representations, covenants and defaults, but excluding interest rates and fees) of such unsecured Indebtedness are no more restrictive than the terms of this Agreement, (B) the maturity date of such unsecured Indebtedness is at least six (6) months after the Maturity Date, (C) after giving effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (D) after giving effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), no Default or Event of Default shall exist or be continuing.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract permitted pursuant to Section 7.15; (b) Indebtedness of a Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary owed to a Borrower or a Restricted Subsidiary, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (bd) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (A) by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, and (B) by an amount equal to any existing commitments unutilized thereunder and thereunder; (ii) no additional or replacement direct or any contingent obligors are added with respect thereto, as a result of or in connection with such refinancing, refunding, renewal or extension; (iii) that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; and (iv) the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (ce) intercompany Guarantees of the Borrowers or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of either Borrower or any Guarantor or the Indebtedness incurred by joint ventures or Unrestricted Subsidiaries, in each case, constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $15,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment7.03(n); (df) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (contingent or otherwiseg) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof in accordance with the terms of Section 7.03(g), which Indebtedness is existing or arising under any Swap Contract, at the time such Person becomes a Restricted Subsidiary (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary); (h) unsecured Indebtedness issued by the US Borrower and/or Finance Co; provided that (i) immediately prior to and after giving effect to the issuance of such obligations are Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than six (6) months after the Revolving Credit Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or weresinking fund therefor) entered into of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions, taken as a whole, that are materially more restrictive on the US Borrower and its Restricted Subsidiaries, taken as a whole, than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of Section 7.02(h); (i) Indebtedness under the Parent Credit Agreement assumed pursuant to the Parent Credit Assumption and Repayment; provided that such Indebtedness shall be repaid and the Loan Parties released therefrom on the Closing Date; (j) Indebtedness in respect of insurance premium financing for insurance being acquired by such Person a Borrower or any Subsidiary incurred in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” on customary terms and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyconditions; (ek) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance existing solely based on the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price existence of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Liens permitted by Section 7.03(g7.01(o); (gl) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations for the account of the US Borrower or any Restricted Subsidiary, in each case, arising in the ordinary course of business and other than for an obligation for borrowed money; (m) Indebtedness pursuant to the SPE Transactions; and (n) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed $10,000,000 15,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02(b) to the Disclosure Letter and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amountdirect or any contingent obligor with respect thereto is not changed, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, result of any or in connection with such refinancing, refunding, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedextension; (c) intercompany Indebtedness permitted in respect of (x) Capitalized Leases and Synthetic Lease Obligations and (y) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(l); provided, however, that the aggregate amount of all such Indebtedness under Section 7.02; provided that in this clause (c) at any one time outstanding shall not exceed $50,000,000; (d) unsecured Indebtedness of a Subsidiary of the case Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness owing by a Loan Party to a Foreign Subsidiary shall (i) such Indebtedness to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be subordinated prior pledged to the Administrative Agent as Collateral for the Secured Obligations in a manner and to an extent accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (iiiii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; otherwise permitted under the provisions of Section 7.03 (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyIntercompany Debt”); (e) purchase money Indebtedness (including obligations Guarantees of the Borrower or any Guarantor in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price otherwise permitted hereunder of the asset(s) financedBorrower or any other Loan Party; (f) the unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at Convertible Notes outstanding on the date hereof and any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)Permitted Convertible Note Refinancing thereof; (g) other unsecured guarantees (i) by any Loan Party of Indebtedness in an aggregate principal amount not of any Excluded Subsidiary to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect the extent such guarantees constitute Investments subject to Indebtedness permitted under this the limitations of Section 7.03., (ii) by any Excluded Subsidiary of Indebtedness of any other Excluded Subsidiary, and (iii) by any Subsidiary of the Borrower of Indebtedness of the Borrower or any other Loan Party;

Indebtedness. Create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable the amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party contingent obligations with respect to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner performance guarantees and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person surety bonds incurred in the ordinary course of business for and of a type and amount consistent with past practices of the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, Borrowers and not for purposes of speculation or taking a “market view;” their Subsidiaries and (ii) such the sale of accounts receivable as permitted under Section 7.05(j); (d) Swap Contract does not contain any provision exonerating the non defaulting party from its obligation Contracts permitted pursuant to make payments on outstanding transactions to the defaulting partySection 7.02(e); (e) purchase money Indebtedness (including obligations in respect of capital leases and Capitalized Leases, Synthetic Lease Obligations) hereafter Obligations and purchase money obligations incurred to finance the purchase acquisition, construction or improvement of fixed assetsor capital assets (excluding real property) within the limitations set forth in Section 7.01(l); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) such Indebtedness is incurred prior to or within ninety days after such acquisition or the completion of such construction or improvement and (ii) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall outstanding will not exceed the purchase price of the asset(s) financed$100,000,000; (f) unsecured Indebtedness owed to Controlling Affiliates endorsements for collection or deposit in an aggregate principal amount not to exceed at any one time outstanding the sum ordinary course of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)business; (g) other unsecured Indebtedness in an aggregate principal amount not the form of intercompany loans made by and between the Parent and its Subsidiaries and by and between Subsidiaries in connection with the internal cash management system maintained the Borrowers and their Subsidiaries substantially as in effect on the Closing Date, or Guarantees by the Borrowers or their Significant Subsidiaries of Indebtedness of any of their Subsidiaries to exceed $10,000,000 at any one time outstanding; andthe extent necessary to support the normal operating activities of such Subsidiaries; (h) Guarantees unsecured Indebtedness in respect of (i) notes issued to former employees for the purchase price of stock redeemed by the Parent in accordance with respect the stock repurchase requirements set forth in the Parent’s bylaws in effect as of the Closing Date, (ii) notes issued in the purchase by the Parent of shares of its common stock under the repurchase rights set forth in the Parent’s bylaws in effect as of the Closing Date, (iii) notes issued in the purchase by the Parent of shares of its common stock on the internal market to Indebtedness permitted balance the supply and demand for common stock between sellers and buyers, and (iv) notes issued to employees or former employees upon the exercise of (or in satisfaction of) stock appreciation rights or to pay or satisfy rights under this Section 7.03.a phantom stock plan;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateNo Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed by the U.S. Borrower or any of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries; provided that (x) any Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party shall be subordinated to the Obligations (in the case of Indebtedness of any U.S. Loan Party) or the Canadian Obligations (in the case of Indebtedness of any Canadian Loan Party) and (y) any Indebtedness owed by a U.S. Loan Party to a Canadian Loan Party shall be subordinated to the Obligations; (b) Indebtedness of the U.S. Loan Parties issued in a Capital Markets Transaction, provided such Indebtedness is unsecured and such Indebtedness does not have a stated maturity date or required principal payments earlier than 91 days after the Maturity Date; (c) Guarantees of the U.S. Borrower under the LS&Co. Trust Agreement; provided that the investment activities of the LS&Co. Trust are in compliance with the Investment Policies; (d) Guarantees of (i) the U.S. Loan Parties in respect of the obligations of Loan Parties, (ii) the Canadian Loan Parties in respect of the obligations of Canadian Loan Parties and (iii) Foreign Subsidiaries that are not Loan Parties in respect of the obligations of Foreign Subsidiaries that are not Loan Parties, in each case, arising under or in connection with Banking Services in the ordinary course of business; (e) Indebtedness of the U.S. Borrower and its Subsidiaries outstanding on the Second Amendment Effective Date and listed on Schedule 6.01 and any Permitted Refinancing Indebtedness in respect thereof; provided that intercompany Indebtedness set forth on Schedule 6.01 may not be refinanced pursuant to Section 6.01(e) with third-party Indebtedness; (f) Indebtedness of the Loan Parties under the Loan Documents; (bg) Indebtedness outstanding on of the Closing Date set forth on Schedule 7.03 U.S. Borrower and its Subsidiaries secured by Liens permitted by Section 6.02(c) not to exceed in the aggregate $200,000,000 at any time outstanding; (and renewals, refinancings and extensions thereof); provided that h) Indebtedness of the U.S. Borrower or any Subsidiary in respect of Swap Agreements permitted under Section 6.07; (i) so long as the amount of such Indebtedness Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not increased at less than the time greater of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, (x) $75.0 million and fees and expenses reasonably incurred(y) 10% of the Line Cap, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) which case, the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyMinimum Intercompany Transaction Requirement need not be met), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a of (A) any U.S. Loan Party to any Subsidiary that is not a Foreign U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary (ithat is not a Loan Party, maturing at least six months after the Maturity Date) such Indebtedness shall be subordinated prior of the U.S. Borrower and its Subsidiaries to LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, services provided that (i) such obligations are (or were) entered into by such Person LSIFCS in the ordinary course of business for and Indebtedness (in the purpose case of directly mitigating risks associated with fluctuations in interest rates Indebtedness of (A) any U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or foreign exchange rates(B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, and not for purposes maturing at least six months after the Maturity Date) of speculation LSIFCS or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating other Affiliate of the non defaulting party from its obligation to make payments on outstanding transactions U.S. Borrower providing services similar to the defaulting partyservices provided by LSIFCS to the U.S. Borrower and any of its other Subsidiaries in the ordinary course of business; (ej) purchase money Indebtedness (including obligations of the U.S. Borrower and its Subsidiaries in the form of Real Estate Financing Transactions and any Permitted Refinancing Indebtedness in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all Indebtedness permitted under this Section 6.01(j) and Section 6.01(k) (including all such Indebtedness existing on the Second Amendment Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding; (k) Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Equipment Financing Transactions and any Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount of all Indebtedness permitted under this Section 6.01(k) and Section 6.01(j) (including all such Indebtedness existing on the Second Amendment Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding; (l) Indebtedness arising from agreements of the U.S. Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests of a Subsidiary; provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall not exceed $25,000,000 at any one no time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of gross proceeds actually received by the asset(s) financedU.S. Borrower or such Subsidiary in connection with such disposition; (fm) customary unsecured indemnification obligations and other unsecured Guarantees of the U.S. Borrower incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction; (n) Indebtedness owed of the U.S. Borrower to Controlling Affiliates any of its Subsidiaries or of any of its Subsidiaries to any of its Subsidiaries in connection with transactions incurred in the ordinary course of business in an aggregate principal amount not to exceed at the value thereof and any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)related servicing fees; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (8.03 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and thereunder, (ii) the terms relating average life to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, maturity of any such refinancing, refunding, renewal or extension are of such Indebtedness permitted hereby is not less than the then average life to maturity of the Indebtedness so refinanced or replaced, and (iii) any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable in any material respect to the Loan Parties Administrative Agent and their Subsidiaries or the Lenders Lenders, and no more restrictive to the Borrower, than the terms of the subordinated Indebtedness being refinanced, refunded, renewed or extendedextended and in an amount not less than the amount outstanding at the time thereof; (c) intercompany Indebtedness permitted under Section 7.02; provided that Guarantees of the Borrower or any Guarantor in the case respect of Indebtedness owing by a Loan Party to a Foreign Subsidiary otherwise permitted hereunder of the Borrower or any other Guarantor (other than Indebtedness described in clauses (i) such or (k) below), provided that any guarantee of Permitted Subordinated Debt or of any other Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to on substantially the Administrative Agent and (ii) same terms as such Indebtedness shall not be prepaid unless no Default exists immediately prior to Permitted Subordinated Debt or after giving effect to such prepaymentother subordinated Indebtedness; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, cash flows or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for real property and fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 8.01(k); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed50,000,000; (f) unsecured Assumed Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding of the sum of (i) $50,000,000 minus (ii) Borrower and the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000 75,000,000 at any one time outstanding; (g) Indebtedness of Foreign Subsidiaries of the Borrower in an aggregate principal amount at any time outstanding not to exceed 5% of the total assets of the Borrower and its Restricted Subsidiaries as of the end of the most recently ended fiscal year of the Borrower; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to any of the Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a Restricted Subsidiary of the Borrower owing to the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary; provided that (A) in the case of any Indebtedness described in subpart (ii) above, the Investment by the Borrower or Domestic Subsidiary is permitted by Section 8.02(o), and (B) any such Indebtedness described in this clause (i) which is owing to the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than the Borrower or a Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Administrative Agent otherwise consents; (j) surety bonds permitted under Section 8.01; (k) Indebtedness of any Foreign Subsidiary owing to any other Foreign Subsidiary; (l) Permitted Subordinated Debt; (m) [Intentionally omitted]; (n) other unsecured Indebtedness of the Borrower and its Restricted Subsidiaries so long as (i) at the time of incurrence thereof the Borrower is in pro forma compliance (computed in accordance with Sections 1.04(c) and (d), as applicable) with the financial covenants set forth in Section 8.12, and (ii) such Indebtedness has a stated maturity date no earlier than the Term Loan B Maturity Date; and (ho) Guarantees with respect Indebtedness constituting Second Lien Obligations in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that (i) no Indebtedness otherwise permitted under this Section 7.03by clause (e), (f), (g), (i) (as such clause (i) relates to loans made by the Borrower or any Guarantor to Restricted Subsidiaries which are not Guarantors), (n) or (o) may be incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and (ii) all such Indebtedness of the type described in clause (i)(i)(y) above that is owed to Subsidiaries that are not Guarantors shall be subordinated, in writing, to the Obligations upon terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Company shall not, nor shall it permit any Subsidiary to, incur, create, assume or suffer to exist any Indebtedness, except: (a) Indebtedness the Loans, any Notes or other Secured Obligations arising under the Loan DocumentsDocuments or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans, any Notes or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement, including any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty; (b) Specified Existing Indebtedness in the aggregate outstanding on the Closing Date amounts set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended9.02; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior Specified Additional Bond Indebtedness, so long as, after giving pro forma effect to the Obligations in a manner and incurrence of such Specified Additional Bond Indebtedness, the Aggregate Weighted Average Life to an extent reasonably acceptable Maturity of all outstanding Debt for Borrowed Money is greater than the Weighted Average Life to maturityMaturity of the Administrative Agent and Loans by at least ninety one (ii91) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentdays; (d) obligations (contingent or otherwise) existing or arising under Specified Additional Factoring Indebtedness in an aggregate outstanding amount not to exceed $10,000,000; provided, that any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions Specified Additional Factoring Indebtedness shall be subordinated to the defaulting partySecured Obligations on terms satisfactory to the Administrative Agent in its sole discretion; (e) purchase money Indebtedness (including associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance connection with the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price operation of the asset(s) financedOil and Gas Properties; (f) unsecured Indebtedness between or among the Company and any Subsidiaries to the extent permitted by Section 9.05(e); provided that such Indebtedness is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and, provided further, that any such Indebtedness owed by the Borrower or a Guarantor shall be subordinated to Controlling Affiliates the Secured Obligations on terms set forth in the Guarantee and Collateral Agreement; and (g) Indebtedness with respect to any obligations of the Company or any of its Subsidiaries owed to any Lender or Affiliate of any Lender in respect of treasury management arrangements, depositary or other cash management services, including any treasury management line of credit; and. (h) Indebtedness under the Business Loan Agreement in an aggregate principal outstanding amount not to exceed at any one time outstanding the sum of (i) on or prior to January 15, 2025, $50,000,000 minus 585,903.26 and (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed after January 15, 2025, $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.030.

Indebtedness. CreateNo Loan Party will, nor will it permit its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (aA) Indebtedness under the Loan Documents; (bB) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewalsof a Loan Party owing to another Loan Party or a Restricted Subsidiary of a Loan Party, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing owed by a Loan Party to a Foreign Subsidiary Non-Guarantor Subsidiary, such Indebtedness is subordinated to the Obligations on (i) the subordination terms set forth on Schedule 1.01(b) hereto or (ii) such Indebtedness shall other subordination terms that may be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentAgent; (dC) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money other Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates Loan Parties and their Restricted Subsidiaries in an aggregate principal amount not to exceed at any one time outstanding outstanding, when added to the sum of (1) the outstanding amount of Attributable Debt under all Sale/Leaseback Transactions of the Loan Parties and their Restricted Subsidiaries permitted under Section 6.03(a)(iii) plus (2) the outstanding principal amount of all Indebtedness of the Loan Parties under the Loan Documents, an amount equal to 25% of Consolidated Net Tangible Assets plus the Aggregate Commitment Amount in effect at the time of the incurrence of such Indebtedness; (D) Indebtedness of a Loan Party or any Restricted Subsidiary as an account party in respect of trade letters of credit; (E) Indebtedness of a Loan Party owing to Valero Energy Corporation or any of its Subsidiaries (other than Loan Parties and their Restricted Subsidiaries), provided that such Indebtedness is subordinated to the Obligations on (i) $50,000,000 minus the subordination terms set forth on Schedule 1.01(b) hereto or (ii) such other subordination terms that may be reasonably acceptable to the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingAdministrative Agent; and (hF) Guarantees with respect to Indebtedness permitted under this Section 7.03existing on the Closing Date and set forth on Schedule 6.03(a).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Guarantor owed to the Borrower or a Guarantor, which Indebtedness shall (i) constitute pledged debt under the Pledge Agreements, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness constituting the Obligations; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) purchase money Indebtedness (including obligations in respect of capital leases Capitalized Leases and Synthetic Lease Obligations) hereafter incurred to finance purchase money obligations arising in connection with the purchase acquisition of fixed assetsequipment within the limitations set forth in Section 7.01(i); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed10,000,000; (f) unsecured Guarantees of the Borrower or any Guarantor in respect of Indebtedness owed to Controlling Affiliates otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in an aggregate principal amount not to exceed at any one time outstanding the sum ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (h) Indebtedness in the form of (i) $50,000,000 minus performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Acquisition and (ii) (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of workers’ compensation claims, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business, which, in each case, is consistent with past practices; (k) all obligations of the type described in clause (g) of the definition of “Indebtedness” relating to Qualified Securities; (l) Permitted Mortgage Financings; and (m) other Indebtedness; provided, however, that the aggregate principal amount of Indebtedness outstanding pursuant to permitted under this Section 7.03(g); (g7.02(m) other unsecured Indebtedness in an aggregate principal amount shall not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, including real estate, within the limitations set forth in Section 7.01(i); (c) Indebtedness of a Subsidiary acquired or assumed after the Closing Date set forth on Schedule 7.03 (and renewalsIndebtedness of a Person merged or consolidated with or into Holdings or any of its Subsidiaries after the Closing Date, refinancings which Indebtedness in each case existed at the time of such acquisition, merger, consolidation or conversion into Holdings or a Subsidiary and was not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement and any Liens securing such Indebtedness shall be in compliance with Section 7.01(k) and any refinancing, renewals or extensions thereof); , provided that (i) the amount of such the Indebtedness secured thereby is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and thereunder; provided that no Default shall result from the assumption of such Indebtedness (ii) the terms relating to regardless of principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose Subsidiaries of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness Holdings (including obligations in respect any existing bilateral Indebtedness of capital leases and Synthetic Lease Obligationssuch Subsidiaries but excluding any Indebtedness of such Subsidiaries under the Loan Documents) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at the time of incurrence of any one time outstanding such Indebtedness, together with the sum Indebtedness permitted under Section 7.02(e) below, 15% of Consolidated Net Total Assets, determined as of the last day of the most recent fiscal quarter ended prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b); and (ii) any Permitted Refinancing Indebtedness in respect of the foregoing; (e) (i) $50,000,000 minus (iisecured Indebtedness of Holdings and its Subsidiaries incurred in connection with the Liens permitted under Section 7.01(n) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at the time of incurrence of any one time outstandingsuch Indebtedness, together with the Indebtedness permitted under Section 7.02(d) above, 15% of Consolidated Net Total Assets, determined as of the last day of the most recent fiscal quarter ended prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b); and (ii) any Permitted Refinancing Indebtedness in respect of the foregoing; (f) unsecured Indebtedness of the Loan Parties if, after giving effect to such Indebtedness, the Loan Parties shall be in compliance with the financial covenant set forth in Section 7.11 on a pro forma basis as of the last day of the fiscal quarter most recently ended; (g) Indebtedness permitted by Section 7.01(j); (h) Indebtedness constituting all payment and reimbursement obligations due in respect of all Performance Credits, performance-based bank guarantees and performance-based surety bonds, provided that, such obligations are repaid within three Business Days of becoming due and payable; (i) Indebtedness in respect of cash management operations, netting services, cash pooling arrangements, automatic clearinghouse arrangements, daylight overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business, and any Guarantees thereof; (j) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with Acquisitions and asset sales; and (hk) Guarantees with respect Indebtedness (i) of Holdings to Indebtedness permitted under this Section 7.03any of its Subsidiaries and (ii) of any Subsidiary of Holdings to Holdings or any other Subsidiary.

Indebtedness. CreateNo Loan Party shall, and no Loan Party shall permit any of its Subsidiaries that is not a Loan Party to, create, incur, assume or suffer to exist any Indebtedness, except:other than (without duplication) (each of the following, “Permitted Indebtedness”): (a) Indebtedness incurred under the Loan Financing Documents; (b) Indebtedness outstanding on current accounts payable incurred in the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided ordinary course of business of a Borrower Group Company that either (i) are not more than sixty (60) days past due or which are being contested in accordance with the amount Permitted Contest Conditions or (ii) as have been provided in writing with receipt acknowledged by the Administrative Agent prior to Closing; (c) Indebtedness of a Borrower Group Company existing on the date hereof and set forth in Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness is that do not increased at increase the time of such refinancing, renewal or extension outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancingextension, renewal or extension are no less favorable in replacement or change any material direct or contingent obligor with respect thereto or shorten the average life to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentmaturity thereof; (d) Guarantees by (i) any Loan Party of Indebtedness otherwise permitted hereunder of any other Loan Party, or (ii) any Existing Foreign Subsidiary of Indebtedness otherwise permitted hereunder of any other Existing Foreign Subsidiary; (e) obligations (contingent or otherwise) of any Borrower Group Company existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financedHedging Agreement permitted under Section 6.14; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus unsecured intercompany Indebtedness solely among the Loan Parties; provided that such Indebtedness shall be pledged to the Collateral Agent under the Security Documents, and (ii) the aggregate principal amount of unsecured intercompany Indebtedness outstanding pursuant to Section 7.03(g)solely among Existing Foreign Subsidiaries; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed exceeding $10,000,000 500,000 at any one time outstanding; and outstanding (h) Guarantees as such amount may be increased with respect to Indebtedness permitted under this Section 7.03.the consent of the Administrative Agent in its sole and absolute discretion);

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereofThird Amendment Closing Date set forth and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Guarantees of the Borrowers or any Subsidiary in respect of Indebtedness shall be subordinated prior to otherwise permitted hereunder of the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and Borrowers or any wholly-owned Domestic Subsidiary, anda Loan Party, (ii) Guarantees of any Non-Loan Party Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Non-Loan Party Subsidiary, (iii) unsecured Guarantees of the Borrowers or any Subsidiary in respect of obligations of any Foreign Subsidiary arising in the ordinary course of businessOrdinary Course of Business in an aggregate amount for all such Guaranties under this clause (iii) not exceeding at any time $75,000,000$50,000,000 in the aggregate at any time, and (iv) Indebtedness shall not be prepaid unless no Default exists immediately prior consisting of surety or indemnitor obligations under any bond or other contract for the benefit of any Borrower or Subsidiary to or after giving effect to such prepaymentthe extent incurred in the Ordinary Course of Business; (d) obligations (contingent or otherwise) of the Borrowers or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyparty and other Bank Product Debt; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease ObligationsObligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(ij); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding together with all Indebtedness outstanding under Section 7.03(h) hereafter incurred to finance shall not exceed $25,000,000 in the purchase of fixed assetsaggregate; (f) other, and renewals, refinancings and extensions thereofunsecured Indebtedness, provided that at the time of incurrence thereof, both before and after giving effect to such Indebtedness, (i) there exists no Default, (ii) each of the aggregate outstanding Borrowers and their Subsidiaries is Solvent, and (iii) on a pro forma basis, as of the then-most recently ended fiscal quarter, but after taking into account the effect of such Indebtedness, Imation is in compliance with the covenants set forth in Section 7.11(a) and Section 7.11(b), and (iv) a Responsible Officer of the Borrowers has delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying the satisfaction of each of the foregoing conditions;Indebtedness of Non-Loan Party Subsidiaries, provided, however, that the principal amount of all such Indebtedness Indebtedness, together with all Dispositions made pursuant to Section 7.05(j), shall not exceed $25,000,000 75,000,000 in the aggregate at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) Indebtedness of a Person existing at the time such Person is acquired by the Borrower or any Subsidiary (whether by stock purchase, merger or otherwise); provided that such Indebtedness werewas in existence prior to the contemplation of such acquisition and do not extend to any assets other unsecured than those of the Person acquired and the amount of such Indebtedness in an aggregate principal amount does not to exceed $10,000,000 5,000,000 in the aggregate at any one time outstanding; (h) Indebtedness secured by fixed or capital assets and property acquired by the Borrowers or any Subsidiary; provided that such Indebtedness (i) does not exceed the value of such property or assets so acquired, (ii) was in existence prior to the contemplation of such acquisition, and (iii) together with all Indebtedness outstanding under Section 7.03(e), does not exceed $25,000,000 in the aggregate; and (hi) Guarantees Indebtedness subordinated to the Obligations on terms satisfactory to, and otherwise having material terms satisfactory to, the Required Lenders; (j) Indebtedness complying with respect the requirements set forth on Schedule 7.03(A) so long as immediately before and after giving effect to such Indebtedness, Availability shall be at least $30,000,000; and (k) other unsecured Indebtedness permitted under this Section 7.03that does not exceed $10,000,000 in the aggregate at any time outstanding.

Indebtedness. CreateThe Company shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness Commercial paper, Obligations and "Obligations" under the Loan Documents;Other Credit Agreement aggregating an amount not in excess of $1,000,000,000 at any time outstanding; and (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.1 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); , provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable the premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing utilized commitments unutilized thereunder thereunder; and (ii) provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are refunding shall have covenants, defaults or other terms and conditions (other than interest rates) no less favorable more restrictive than those contained in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of this Agreement and, if the Indebtedness being refinancedrefinanced is Subordinated Debt, renewed or extended;the refinancing Indebtedness shall be Subordinated Debt with subordination terms at least as favorable to the Banks as such terms in the refinanced Indebtedness; and (c) intercompany Indebtedness permitted under Section 7.02Ordinary Course Indebtedness; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment;and (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases repurchase obligations (including securities lending and Synthetic Lease Obligationsdollar rolls) hereafter incurred to finance described in clause(g) of the purchase definition of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount "Cash Equivalents" in amounts not in excess of all such Indebtedness shall not exceed $25,000,000 500,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (he) Guarantees Contingent Obligations of the Company with respect to letters of credit in an amount not in excess of 33,300,000 Pounds Sterling with respect to which D & H is the account party; and (f) Additional Contingent Obligations in amounts not in excess of $50,000,000 at any time outstanding; provided, that notwithstanding the foregoing the Subsidiaries shall have no Indebtedness permitted under this Section 7.03except Indebtedness described in clauses (c) and (d), Indebtedness payable to the Company and other Wholly-Owned Subsidiaries and other Indebtedness not to exceed $5,000,000 at any time outstanding; and provided, further, that no Subsidiary shall have any Contingent Obligations in respect of Indebtedness of the Company.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, including real estate, within the limitations set forth in Section 7.01(i); (c) [Reserved]; (d) Indebtedness of a Subsidiary acquired or assumed after the Closing Date set forth on Schedule 7.03 (and renewalsIndebtedness of a Person merged or consolidated with or into the Company or any of its Subsidiaries after the Closing Date, refinancings which Indebtedness in each case existed at the time of such acquisition, merger, consolidation or conversion into the Company or a Subsidiary and was not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement and any Liens securing such Indebtedness shall be in compliance with Section 7.01(k) and any refinancing, renewals or extensions thereof); , provided that (i) the amount of such the Indebtedness secured thereby is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and thereunder; provided that no Default shall result from the assumption of such Indebtedness (ii) the terms relating to regardless of principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to of Subsidiaries of the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness Company (including obligations in respect any existing bilateral Indebtedness of capital leases and Synthetic Lease Obligationssuch Subsidiaries but excluding any Indebtedness of such Subsidiaries under the Loan Documents) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at the time of incurrence of any one time outstanding such Indebtedness, together with the sum Indebtedness permitted under Section 7.03(f) below, 15% of Consolidated Net Total Assets, determined as of the last day of the most recent fiscal quarter ended prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b); and (ii) any Permitted Refinancing Indebtedness in respect of the foregoing; (f) (i) $50,000,000 minus (iisecured Indebtedness of the Company and its Subsidiaries incurred in connection with the Liens permitted under Section 7.01(n) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at the time of incurrence of any one time outstandingsuch Indebtedness, together with the Indebtedness permitted under Section 7.03(e) above, 15% of Consolidated Net Total Assets, determined as of the last day of the most recent fiscal quarter ended prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b); and (ii) any Permitted Refinancing Indebtedness in respect of the foregoing; (g) unsecured Indebtedness of the Company if, after giving effect to such Indebtedness, the Company shall be in compliance with the financial covenant set forth in Section 7.12(b) on a pro forma basis as of the last day of the fiscal quarter most recently ended; (h) Indebtedness permitted by Section 7.01(j); (i) Indebtedness constituting all payment and reimbursement obligations due in respect of all Performance Credits, performance-based bank guarantees and performance-based surety bonds, provided that, such obligations are repaid within three Business Days of becoming due and payable; (j) Indebtedness in respect of cash management operations, netting services, cash pooling arrangements, automatic clearinghouse arrangements, daylight overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business, and any Guarantees thereof; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with Acquisitions and asset sales; and (hl) Guarantees with respect Indebtedness (i) of the Company to Indebtedness permitted under this Section 7.03any of its Subsidiaries and (ii) of any Subsidiary of the Company to the Company or any other such Subsidiary.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a1) Indebtedness under the Loan Documents; (b2) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c3) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d4) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e5) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f6) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g7) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) 8) Guarantees with respect to Indebtedness permitted under this Section 7.03.. 60

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Guarantees of Company or any Subsidiary in respect of Indebtedness otherwise permitted under Section 7.02; provided that in the case Sections 7.03(b), (d) or (e) of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to Company or after giving effect to such prepaymentany wholly-owned Subsidiary; (d) obligations (contingent or otherwise) of Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;; and (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 7.01(i); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding shall not exceed the sum of Threshold Amount. (if) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)among Borrowers and Subsidiaries; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingtrade payables; and (h) Guarantees with respect Indebtedness of Subsidiaries organized under the laws of a jurisdiction in Asia in an aggregate amount not to Indebtedness permitted under this Section 7.03exceed $20,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination subordination, standstill and related terms (if any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedextended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) intercompany Indebtedness permitted under in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.02; provided 7.01(i); (d) (i) unsecured Indebtedness of a Loan Party owed to any other Loan Party and (ii) unsecured indebtedness of any Subsidiary of the Borrower that in is not a Loan Party to any other Subsidiary of the case Borrower that is not a Loan Party, and (iii) unsecured Indebtedness of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such that is not a Loan Party or unsecured Indebtedness of a Subsidiary that is not a Loan Party to a Loan Party, which Indebtedness shall be subordinated prior (A) to the Obligations in a manner and to an extent reasonably required by the Administrative Agent, be evidenced by promissory notes, (B) be on terms (including subordination terms) acceptable to the Administrative Agent and (iiC) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; otherwise permitted under the provisions of Section 7.03 (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyIntercompany Debt”); (e) purchase money Indebtedness (including obligations Guarantees of the Borrower or any Subsidiary in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price otherwise permitted hereunder of the asset(s) financedBorrower or any wholly-owned Subsidiary; (f) unsecured Indebtedness owed to Controlling Affiliates of any Person that becomes a Subsidiary of the Borrower after the date hereof in an aggregate principal amount a transaction permitted hereunder; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not to exceed at any one time outstanding incurred solely in contemplation of such Person’s becoming a Subsidiary of the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)Borrower; (g) other unsecured secured Indebtedness subject to Liens permitted under Section 7.01 in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingtime; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateNo Loan Party shall, nor shall it permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed by the U.S. Borrower or any of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries; provided that (x) any Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party shall be subordinated to the Obligations (in the case of Indebtedness of any U.S. Loan Party) or the Canadian Obligations (in the case of Indebtedness of any Canadian Loan Party) and (y) any Indebtedness owed by a U.S. Loan Party to a Canadian Loan Party shall be subordinated to the Obligations; (b) Indebtedness of the U.S. Loan Parties issued in a Capital Markets Transaction, provided such Indebtedness is unsecured and such Indebtedness does not have a stated maturity date or required principal payments earlier than 91 days after the Maturity Date; (c) Guarantees of the U.S. Borrower under the LS&Co. Trust Agreement; provided that the investment activities of the LS&Co. Trust are in compliance with the Investment Policies; (d) Guarantees of (i) the U.S. Loan Parties in respect of the obligations of Loan Parties, (ii) the Canadian Loan Parties in respect of the obligations of Canadian Loan Parties and (iii) Foreign Subsidiaries that are not Loan Parties in respect of the obligations of Foreign Subsidiaries that are not Loan Parties, in each case, arising under or in connection with Banking Services in the ordinary course of business; (e) Indebtedness of the U.S. Borrower and its Subsidiaries outstanding on the Second Amendment and Restatement Effective Date and listed on Schedule 6.01 and any Permitted Refinancing Indebtedness in respect thereof; provided that intercompany Indebtedness set forth on Schedule 6.01 may not be refinanced pursuant to Section 6.01(e) with third-party Indebtedness; (f) Indebtedness of the Loan Parties under the Loan Documents; (bg) Indebtedness outstanding on of the Closing Date set forth on Schedule 7.03 U.S. Borrower and its Subsidiaries secured by Liens permitted by Section 6.02(c) not to exceed in the aggregate $200,000,000 at any time outstanding; (and renewals, refinancings and extensions thereof); provided that h) Indebtedness of the U.S. Borrower or any Subsidiary in respect of Swap Agreements permitted under Section 6.07; (i) so long as the amount of such Indebtedness Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not increased at less than the time greater of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, (x) $75.0 million and fees and expenses reasonably incurred(y) 10% of the Line Cap, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) which case, the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyMinimum Intercompany Transaction Requirement need not be met), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a of (A) any U.S. Loan Party to any Subsidiary that is not a Foreign U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary (ithat is not a Loan Party, maturing at least six months after the Maturity Date) such Indebtedness shall be subordinated prior of the U.S. Borrower and its Subsidiaries to LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, services provided that (i) such obligations are (or were) entered into by such Person LSIFCS in the ordinary course of business for and Indebtedness (in the purpose case of directly mitigating risks associated with fluctuations in interest rates Indebtedness of (A) any U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or foreign exchange rates(B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, and not for purposes maturing at least six months after the Maturity Date) of speculation LSIFCS or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating other Affiliate of the non defaulting party from its obligation to make payments on outstanding transactions U.S. Borrower providing services similar to the defaulting partyservices provided by LSIFCS to the U.S. Borrower and any of its other Subsidiaries in the ordinary course of business; (ej) purchase money Indebtedness (including obligations of the U.S. Borrower and its Subsidiaries in the form of Real Estate Financing Transactions and any Permitted Refinancing Indebtedness in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all Indebtedness permitted under this Section 6.01(j) and Section 6.01(k) (including all such Indebtedness existing on the Second Amendment and Restatement Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding; (k) Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Equipment Financing Transactions and any Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount of all Indebtedness permitted under this Section 6.01(k) and Section 6.01(j) (including all such Indebtedness existing on the Second Amendment and Restatement Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding; (l) Indebtedness arising from agreements of the U.S. Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests of a Subsidiary; provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall not exceed $25,000,000 at any one no time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of gross proceeds actually received by the asset(s) financedU.S. Borrower or such Subsidiary in connection with such disposition; (fm) customary unsecured indemnification obligations and other unsecured Guarantees of the U.S. Borrower incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction; (n) Indebtedness owed of the U.S. Borrower to Controlling Affiliates any of its Subsidiaries or of any of its Subsidiaries to any of its Subsidiaries in connection with transactions incurred in the ordinary course of business in an aggregate principal amount not to exceed at the value thereof and any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)related servicing fees; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateThe Borrower shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (ai) Indebtedness under owing by any wholly-owned Subsidiary of the Loan DocumentsBorrower to the Borrower or another wholly-owned Subsidiary of the Borrower; (bii) Indebtedness outstanding existing on the Closing Effective Date and set forth on Schedule 7.03 6.2, but, in each case, not any extensions, renewals or replacements of such Indebtedness except (a) renewals and renewals, extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (b) refinancings and extensions thereof)of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended or are otherwise on substantially then prevailing market terms, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided such Indebtedness permitted under the immediately preceding clause (a) or (b) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (iB) exceed in a principal amount the amount Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom; (iii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is not increased at extinguished within seven (7) Business Days of its incurrence; (iv) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the time of such refinancingbenefit of) any Person providing workers’ compensation, renewal or extension except by an amount equal to a reasonable premium health, disability or other reasonable amount paidemployee benefits or property, and fees and expenses reasonably incurredcasualty or liability insurance to the Borrower or any of its Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (v) Indebtedness incurred by any Subsidiary of the Borrower arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, permitted dispositions of any such refinancing, renewal business or extension are no less favorable in asset (including the stock of any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms Subsidiary of the Indebtedness being refinanced, renewed or extendedBorrower); (cvi) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party which may be deemed to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior exist pursuant to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to any guaranties, performance, surety, statutory, appeal or after giving effect to such prepayment; (d) similar obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for of the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, Borrower and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySubsidiaries; (evii) purchase money guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (viii) Indebtedness (including obligations guarantees of any such Indebtedness) of a Subsidiary located in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance a country other than the purchase of fixed assets, and renewals, refinancings and extensions thereof, U.S.; provided that (i) the aggregate outstanding principal amount of all Indebtedness permitted by this clause (viii) (without double counting guarantees of any such Indebtedness Indebtedness) shall not at any time exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed100,000,000; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (iiix) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)Obligations; (gx) contingent obligations under letters of credit issued in the ordinary course of business to support trade obligations; (xi) Indebtedness of any Person acquired after the Effective Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and was not created in anticipation thereof; and (xii) other unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.0315% of Consolidated Net Worth.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amountdirect or any contingent obligor with respect thereto is not changed, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, result of any or in connection with such refinancing, refunding, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedextension; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (d) intercompany Indebtedness permitted under Section 7.027.03 (“Intercompany Debt”); provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) that is not a Loan Party such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentAgent; (de) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; (f) obligations (contingent or otherwise) existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” rates and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (eg) purchase money Indebtedness direct or contingent obligations of such Person arising under performance, bid, appeal and surety bonds, performance and completion guarantees, and similar instruments (including any related indemnity agreement) or obligations in respect of capital leases letters of credit, bank guarantees or similar instruments related thereto, in each case entered into in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (h) Indebtedness in respect of any Cash Management Agreements entered into in the ordinary course of business; (i) Indebtedness representing deferred compensation to directors or employees of the Borrower or the Subsidiaries incurred in the ordinary course of business; (j) Indebtedness consisting of promissory notes issued by the Borrower to current or former officers, directors, consultants and Synthetic Lease Obligations) hereafter incurred employees, their respective estates, spouses or former spouses to finance the purchase or redemption of fixed assetsEquity Interests of the Borrower permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any Subsidiary in a Permitted Acquisition, and renewalsany other Investment permitted hereunder or any Disposition, refinancings and extensions thereofin each case constituting indemnification obligations or obligations in respect of earnouts, provided that purchase price adjustments, or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation, earn-outs or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (m) Indebtedness consisting of (i) the aggregate outstanding principal amount financing of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and insurance premiums or (ii) such Indebtedness when incurred shall not exceed take-or-pay obligations contained in supply arrangements, in each case, in the purchase price ordinary course of the asset(s) financedbusiness; (fn) unsecured Indebtedness owed to Controlling Affiliates of Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not to exceed at $10,000,000; (o) Indebtedness of a Subsidiary acquired in any one time outstanding Permitted Acquisition that is secured only by the sum of assets or business acquired in the applicable Permitted Acquisition, so long as both immediately prior and after giving effect thereto, (iA) $50,000,000 minus no Default shall exist or result therefrom, (iiB) the Borrower and the Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (C) the aggregate principal amount of such Indebtedness at any time outstanding pursuant to Section 7.03(g)this clause does not exceed $15,000,000; (gp) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 5,000,000 at any one time outstanding; and (hq) Guarantees with respect to Indebtedness permitted under this Section 7.03all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above.

Indebtedness. Create, incur, assume or suffer to exist exist, or ------------ otherwise become or be liable in respect of any Indebtedness, Indebtedness except: (a1) Indebtedness under the Loan DocumentsThe Obligations; (b2) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal Trade debt or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person accounts payable incurred in the ordinary course of business business, paid within sixty (60) days after the same has become due and payable or which is being contested in good faith, provided provision is made to the reasonable satisfaction of the Administrative Agent for the purpose of directly mitigating risks associated with fluctuations eventual payment thereof in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) the event it is found that such Swap Contract does not contain any provision exonerating contested trade debt is payable by the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyCompanies; (e3) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligationssecured by Liens permitted under Paragraph 8(a) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financedabove; (f4) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)which is unsecured; (g5) other unsecured Indebtedness incurred pursuant to repurchase and gestation financing agreements, whether such Indebtedness is shown on the books of the Companies as a sale or as a financing; (6) Indebtedness which is by its terms subordinated in an aggregate principal amount right of payment to the Obligations and which is evidenced by instruments and agreements in form and content reasonably satisfactory to the Administrative Agent; (7) Indebtedness attributable to collateralized mortgage obligations of the Companies or any Affiliate thereof; (8) Indebtedness incurred pursuant to additional financing secured by Construction Loans (as defined in the Facility II Agreement) of the type which serve as Collateral for the Tranche D Facility (as defined in the Facility II Agreement); provided, however, that the Companies may -------- ------- not to exceed $10,000,000 enter into any such financing arrangement, nor incur additional outstanding Indebtedness under any such existing financing arrangement, at any one time outstandingwhen the amount of availability under the Tranche D Facility equals or exceeds the amount of additional Indebtedness sought to be incurred; (9) Permitted Other Debt; and (h10) Guarantees with respect Indebtedness not specifically referred to Indebtedness permitted under this Section 7.03above but reflected in the financial statements referred to in Paragraph 8(a) above, and extensions, renewals, and refinancings of such Indebtedness.

Indebtedness. CreateEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except:except for the following (each solely to the extent the same is permitted under the terms of the Senior Secured Note Indenture in effect on the Closing Date): (ai) Indebtedness under the Loan Documents; (bii) existing Indebtedness outstanding on the Closing Date as set forth on Schedule 7.03 8.2.1 (and renewals, refinancings and including any extensions or renewals thereof); provided that there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 8.2.1); (iii) Indebtedness incurred with respect to Purchase Money Security Interests as and to the extent permitted under the definition on “Permitted Lien” and capitalized leases (including any extensions or renewals thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof; (iv) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement; (v) any (i) the amount of such Indebtedness is not increased at the time of such refinancingLender Provided Interest Rate Hedge, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) other Interest Rate Hedge approved by the terms relating to principal amountAdministrative Agent, amortization(iii) Commodity Hedge or (iii) Indebtedness under any Other Lender Provided Financial Services Product; provided however, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries shall enter into a Lender Provided Interest Rate Hedge, another Interest Rate Hedge or Commodity Hedge only for hedging (rather than speculative) purposes, (vi) Indebtedness pursuant to the Lenders than Senior Secured Notes and any Exchange Notes (as defined in the terms of Senior Secured Note Indenture) issued pursuant to the Indebtedness being refinancedSenior Secured Note Indenture, renewed or extendedand any guaranty thereof; (cvii) intercompany Indebtedness permitted under Section 7.02; provided attributable to any (i) Sale and Leaseback Transactions with certain Affiliates of the Borrower outstanding as of the Closing Date, or (ii) Sale and Leaseback Transactions with ▇▇▇▇▇▇▇▇▇ Resource Partners or a subsidiary thereof pursuant to agreements that in the case of Indebtedness owing have been entered into by a Loan Party to a Foreign Subsidiary (i) in compliance with Section 8.2.8 [Affiliate Transactions] along with the associated options and related rights, in each case, that are characterized as sale and leaseback transactions solely because of the continuing involvement of such Indebtedness shall be subordinated prior to the Obligations Affiliate in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect mining related to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or wereleases) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyPerson; (eviii) purchase money Indebtedness (including obligations in respect of capital leases accrued and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness unpaid royalties owed to Controlling Affiliates that a Loan Party intends to satisfy through a Permitted Reserve Transfer, in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding the sum of accrued; and (ix) Unsecured Indebtedness other than that described in (i) $50,000,000 minus through (iivii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness above, in an aggregate principal amount not to exceed $10,000,000 in the aggregate at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03time.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedextended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) unsecured intercompany Indebtedness permitted under Section 7.02; provided that in (i) owed by any Loan Party (other than the case of Indebtedness owing Company) to another Loan Party, (ii) owed by a any Loan Party to a Foreign any Non-Guarantor Subsidiary (i) provided that such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable satisfactory to the Administrative Agent Agent), (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iiiv) such Indebtedness shall not be prepaid unless no Default exists immediately prior owed by any Non-Guarantor Subsidiary to or after giving effect any Loan Party to such prepaymentthe extent permitted pursuant to Section 7.02(k); (d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease ObligationsObligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $200,000,000; (f) hereafter incurred secured Indebtedness not otherwise permitted by this Section 7.03; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to finance $50,000,000; (g) Indebtedness of (i) a Person existing at the time such Person became a Subsidiary in connection with any Permitted Acquisition or (ii) the Company or any Subsidiary assumed in connection with the purchase or other acquisition of fixed tangible property or tangible assets pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such purchase or other acquisition, (B) neither the Company nor any Subsidiary (other than such Person or the Person that acquires such tangible property or tangible assets) shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000, and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (h) [Reserved]; (i) unsecured Indebtedness of the Company or any of its Subsidiaries; provided that (i) in the aggregate outstanding principal amount case of all each incurrence of any such Indebtedness Indebtedness, (A) no Default shall not exceed $25,000,000 at any one time outstanding; have occurred and be continuing or would be caused by such incurrence and (iiB) such Indebtedness when incurred shall not exceed the purchase price Company and its Subsidiaries are in Pro Forma Compliance (determined as of the asset(sdate of such Investment) financed; (f) unsecured Indebtedness owed with the Financial Covenants and, with respect to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured such Indebtedness in an aggregate principal amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of incurring such Indebtedness, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance, (ii) no such Indebtedness shall mature or have any required repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation (other than customary mandatory repayment or offers to purchase in connection with a change in control or asset sale that requires payment in full of the Obligations), in each case, prior to the date that is six (6) months after the Maturity Date, (iii) no such Indebtedness shall be cross-defaulted to the Indebtedness under the Loan Documents (although such Indebtedness may be cross-accelerated to the Indebtedness under the Loan Documents) and (iv) no such Indebtedness shall have events of default or financial covenants that are more restrictive or burdensome than the covenants set forth in the Loan Documents; (j) unsecured Guarantees by any Subsidiary of the Company in respect of Indebtedness of the Company permitted under clause (i) above; provided that (A) no Guarantee of such Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Guaranteed Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations provided by the Subsidiary Guarantors on terms at least as favorable to the Guaranteed Parties as those contained in the subordination of such Indebtedness; (k) other direct and indirect Guarantees (other than the Guarantees referred to in clause (j) above) of Indebtedness of other Persons not to exceed an amount equal to $10,000,000 at any one time outstanding50,000,000 in the aggregate; and (hl) Guarantees with respect to Indebtedness permitted under endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything in this Section 7.037.03 to the contrary, no Trademark Subsidiary will, nor shall the Company or any of its Subsidiaries permit or cause any Trademark Subsidiary to, create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under the Loan Documents to which it is a party).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and 83 renewals, refinancings and extensions thereof, provided that (i) no additional Indebtedness may be incurred pursuant to this Section 7.03(e) after the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstandingFourth Amendment Effective Date; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); provided that no additional Indebtedness may be incurred pursuant to this Section 7.03(f) after the Fourth Amendment Effective Date; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that no additional Indebtedness may be incurred pursuant to this Section 7.03(g) after the Fourth Amendment Effective Date; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended8.01; (c) intercompany Guarantees of any Loan Party in respect of Indebtedness otherwise permitted under Section 7.02hereunder of any other Loan Party; provided that in the case any Guarantee of Indebtedness owing by a Loan Party permitted hereunder that is subordinated to a Foreign Subsidiary (i) such Indebtedness the Obligations shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to on substantially the Administrative Agent and (ii) same terms as such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentguaranteed Indebtedness; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course Ordinary Course of business Business for the purpose of directly mitigating risks reasonably anticipated by such Person associated with fluctuations liabilities, commitments, investments, assets, cash flows of or property held by, or changes in interest rates or foreign exchange ratesthe value of securities issued by, such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness arising in the Ordinary Course of Business in connection with treasury management and commercial credit card, merchant card and purchase money or procurement card services including Treasury Management and Other Services; (f) Indebtedness (including obligations in respect of capital leases and Capital Leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for Real Property and other fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 8.02(i); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii, together with the Swap Termination Value of all Swap Contracts permitted under Section 8.01(d) such Indebtedness when incurred above, shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)1,000,000; (g) other unsecured Assumed Indebtedness in an aggregate principal amount not to exceed $10,000,000 1,000,000 at any one time outstanding; (h) Indebtedness incurred to finance or as part of the consideration for any Permitted Acquisition; provided, that, (i) no Event of Default exists at the time of or would be caused by the incurrence of such Indebtedness and (ii) such Indebtedness (A) is unsecured, (B) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (C) does not have a maturity date or require the payment in cash of principal (other than in respect of working capital adjustments) prior to a date later than 91 days following the Maturity Date and (D) is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (i) Indebtedness of Foreign Subsidiaries (other than the Canadian Borrowers) in an aggregate principal amount at any time outstanding not to exceed 1.00% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal year of the Company; (j) the endorsement of negotiable instruments from customers for deposit or collection or similar transactions in the Ordinary Course of Business; (k) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the Ordinary Course of Business in respect of workers’ compensation and other casualty 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 and other casualty claims; (l) Indebtedness incurred or arising in the Ordinary Course of Business and not in connection with the borrowing of money in respect of (i) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services, provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms; (ii) performance or payment bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar instruments or obligations disclosed to the Administrative Agent pursuant to Section 7.02(b), provided that any obligation or performance due thereunder must be satisfied upon the earlier of (x) the due date therefor and (y) within five (5) Business Days of first coming performable by the Company or its Restricted Subsidiaries, in each case unless Properly Contested; and (iii) obligations to pay insurance premiums; (m) Indebtedness representing deferred compensation to employees, consultants or independent contractors incurred in the ordinary course of business; (n) unsecured Indebtedness of (A) any Loan Party owing to any other Loan Party or any Subsidiary that is not a Loan Party (so long as such Indebtedness owing to a Subsidiary that is not a Loan Party (1) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (2) does not require the payment in cash of principal (at maturity or otherwise) prior to ninety-one (91) days following the Maturity Date, and (3) is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and, to the extent in a principal amount in excess of $1,000,000, as to which at least ten (10) Business Days prior to incurrence thereof, the Borrower Agent has delivered a certificate to the Administrative Agent demonstrating compliance with each of clauses (1) through (3) above), (B) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (C) any Subsidiary that is not a Loan Party owing to any Loan Party; provided that any such Indebtedness described in this clause which is owing to a Loan Party, shall (1) to the extent the aggregate principal amount thereof is in excess of $1,000,000, be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and pledged to the Administrative Agent on terms acceptable to it, (2) be permitted under Section 8.03(c)(iv) or (h), and (3) not be forgiven or otherwise discharged for any consideration other than payment in full in cash unless the Administrative Agent otherwise consents; (o) if approved by the Administrative Agent at its sole option, Subordinated Debt; and (hp) Guarantees with respect to Indebtedness permitted under this Section 7.03Refinancing Indebtedness.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Guarantor owed to the Borrower or a Guarantor, which Indebtedness shall (i) constitute pledged debt under the Pledge Agreements, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness constituting the Obligations; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) purchase money Indebtedness (including obligations in respect of capital leases Capitalized Leases and Synthetic Lease Obligations) hereafter incurred to finance purchase money obligations arising in connection with the purchase acquisition of fixed assetsequipment within the limitations set forth in Section 7.01(i); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000 10,000,000 and (ii) the aggregate amount of the Permitted Transaction Amount at any one time outstanding; outstanding and (ii) after giving effect to such Indebtedness when incurred transaction shall not exceed the purchase price of the asset(s) financed$20,000,000; (f) unsecured Guarantees of the Borrower or any Guarantor in respect of Indebtedness owed to Controlling Affiliates otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in an aggregate principal amount not to exceed at any one time outstanding the sum ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (h) Indebtedness in the form of (i) $50,000,000 minus performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Acquisition and (ii) and (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of workers’ compensation claims, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business, which, in each case, is consistent with past practices; (k) all obligations of the type described in clause (g) of the definition of “Indebtedness” so long as no such obligation shall require such purchase, redemption, retirement, defeasement, distribution in respect thereof or other similar payment to occur prior to the earlier to occur of (i) a date that is one calendar year following the Maturity Date or (ii) the payment in full in cash of the Obligations; (l) Permitted Mortgage Financings; (m) Executive Officer Employment Agreement Stock Put/Call Rights; (n) the Class C Common Stock, subject to the terms of the Management Subordination Agreements; and (o) other Indebtedness; provided, however, that (i) the aggregate principal amount of Indebtedness outstanding pursuant to permitted under this Section 7.03(g); (g7.02(o) other unsecured Indebtedness in an aggregate principal amount shall not to exceed $10,000,000 5,000,000 at any time outstanding and (ii) the aggregate amount of the Permitted Transaction Amount at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03outstanding shall not exceed $20,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and set forth on in Schedule 7.03 (8.03 and any renewals, refinancings refinancings, amendments, replacements and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such renewal, refinancing, renewal amendment, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a wholewhole of such renewal, of any such refinancing, renewal amendment, replacement or extension are no not materially less favorable in any material respect to the Loan Parties Borrower and their its Subsidiaries or the Lenders than the terms of the Indebtedness being renewed, refinanced, renewed amended, replaced or extended; (c) intercompany Intercompany Indebtedness permitted under Section 7.028.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) that is not a Loan Party, such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentacting at the direction of the Required Lenders); (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including hereafter incurred by SWY and its Subsidiaries to finance the purchase of fixed assets, and obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, replacements, amendments, refinancings and extensions thereofof the foregoing, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed exceed, together with the aggregate outstanding principal amount of any Indebtedness incurred pursuant to clause (b) above or clause (k) below, $25,000,000 55,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under clauses (a) through (e) of this Section 7.038.03 so long as the Person granting such Guarantee would have been permitted to incur such Indebtedness directly; and (g) Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance bonds, revenue bonds, stay bonds, customs bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit and performance and completion guarantees issued for the account of SWY or any of its Subsidiaries, in each case, incurred in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (i) Indebtedness of SWY or any of its Subsidiaries arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (j) Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred by SWY or any Subsidiary thereof in connection with any Permitted Acquisition; (k) other Indebtedness of a nature not contemplated in the foregoing clauses in a principal amount not to exceed, with respect to the Loan Parties and their Subsidiaries, together with the aggregate outstanding principal amount of any Indebtedness incurred pursuant to clauses (b) or (e) above, $55,000,000 in the aggregate at any time outstanding; (l) Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary; (i) Indebtedness incurred under the SWY Credit Agreement having a principal amount not to exceed $225,000,000 in the aggregate at any time outstanding and (ii) any renewals, refinancings, amendments, replacements and extensions thereof; provided that (A) the amount of such Indebtedness is not increased at the time of such renewal, refinancing, amendment, replacement or extension except by an amount equal to the fees and expenses reasonably incurred in connection with such renewal, refinancing, amendment, replacement or extension and by an amount equal to any existing commitments unutilized thereunder and (B) the terms of such renewed, refinancing, amended, replacement or extended Indebtedness shall be substantially the same as those under the SWY Credit Agreement and the other “Loan Documents” (as defined in the SWY Credit Agreement), other than with respect to the final maturity date thereof; and (n) the Subordinated Shareholder Loan. Notwithstanding anything to the contrary in this Section 8.03, the aggregate amount of Indebtedness (including, solely for purposes of this paragraph, unutilized commitments under the SWY Credit Agreement) incurred by SWY and its Subsidiaries any time outstanding pursuant to this Section 8.03 shall not exceed $280,000,000 in the aggregate.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” rates and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and provided, further, that the aggregate Swap Termination Value thereof shall not exceed $5,000,000 at any time outstanding; (eb) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at Borrower owed to any one time outstanding; other Loan Party and (ii) a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (ii) be on terms (including subordination terms (so long as such Indebtedness when incurred shall not exceed may be paid in the purchase price ordinary course)) reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of the asset(s) financedSection 7.03; (fc) unsecured Indebtedness owed to Controlling Affiliates under (i) the Indenture, in an aggregate principal amount not to exceed $150,000,000, and any refinancings, refundings, renewals or extensions thereof and (ii) the Loan Documents; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any interest thereon and fees with respect thereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued interest thereunder, a premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate (as determined in good faith by the Borrower); (e) Guarantees of the Borrower, any Subsidiary or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower, any wholly-owned Subsidiary or any other Guarantor; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(h); provided that the aggregate amount of all such Indebtedness at any one time outstanding the sum of (i) shall not exceed $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)5,000,000; (g) Indebtedness of any Person that becomes a Subsidiary of the Borrower as part of an acquisition permitted hereunder or an Investment permitted hereunder after the Closing Date, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or shorten maturity (other unsecured than by an amount not greater than accrued interest, fees and expenses, including premium and defeasance costs, associated therewith), or add any new property of the Borrower or any of its Subsidiaries as security therefor; provided that (i) such acquired Indebtedness exists at the time such Person becomes a Subsidiary of the Borrower and is not created in contemplation of or in connection with such Person becoming a Subsidiary of the Borrower (except to the extent such acquired Indebtedness refinanced (and did not increase principal (except for accrued interest, premium or fees, or expenses) or shorten maturity during the term of this Agreement) other Indebtedness to facilitate such entity becoming a Subsidiary of the Borrower); (h) Indebtedness arising from the endorsement of instruments, the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn in the ordinary course of business against insufficient funds, or in respect of netting services, overdraft protections or otherwise in connection with customary deposit accounts; (i) Indebtedness in respect of workers’ compensation claims, health, disability or other employee benefits; property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid, surety, custom, utility and advance payment bonds, performance and completion guaranties and similar obligations (in each case in the ordinary course of business); (j) Indebtedness arising from agreements providing for indemnification or adjustment of purchase price or similar obligations in any case incurred in connection with an acquisition or other Investment permitted by Section 7.03 or the Disposition of any business, assets or Subsidiary; (k) Indebtedness in the form of customary obligations under indemnification, incentive, non-compete, consulting, deferred compensation, earn-out or other similar arrangements; (l) Indebtedness incurred in connection with the financing of insurance premiums; and (m) other Indebtedness in an aggregate principal amount not to exceed $10,000,000 2,500,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create(a) No Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except: except (awithout duplication) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancingsecured by purchase money security interests and Capital Leases permitted in Section 6.7(c), renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating Revolving Loan and the other Obligations, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law, (iv) existing Indebtedness described in Disclosure Schedule (6.3) or amendments or modifications thereto that do not have the effect of increasing the principal amount, amortization, maturity, collateral amount thereof or changing the amortization thereof (if anyother than to extend the same) and subordination (if any), that are otherwise on terms and other material terms taken as a whole, of any such refinancing, renewal or extension are conditions no less favorable in to any material respect to the Loan Parties and their Subsidiaries Credit Party, Agent or the Lenders any Lender, as determined by Requisite Lenders, than the terms of the Indebtedness being refinancedamended or modified, renewed or extended; including Indebtedness with respect to letters of credit relating to workers compensation obligations described in Disclosure Schedule (c6.3) to the extent such Credit Party’s obligations thereunder are, and remain, 100% cash collateralized, (v) hedging obligations under swaps, caps and collar arrangements for the sole purpose of hedging in the normal course of business and consistent with industry practices, (vi) Indebtedness owing to Wachovia in respect of the reimbursement of funds swept by Wachovia through the Automated Clearing House Network from a Deposit Account which had insufficient funds to cover the related transfer, (vii) Indebtedness constituting reimbursement obligations to JPM in respect of letters of credit issued by JPM for the account of a Debtor in connection with BBI’s casualty insurance program and surety bonds, in an aggregate amount not to exceed $34,000,000, and (viii) Indebtedness consisting of intercompany loans and advances made by any Credit Party to any other Credit Party, provided, that, with respect to this clause (viii): (A) each Credit Party shall have executed and delivered to each other Credit Party, on the Closing Date, a global demand note (the “Global Intercompany Note”) to evidence all such intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing at any time by a Loan any such Credit Party to any such other Credit Parties, which Global Intercompany Note shall be in form and substance reasonably approved by Requisite Lenders and shall be pledged and delivered to Agent pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; (B) each Credit Party shall record all intercompany transactions on its books and records in a Foreign Subsidiary manner reasonably approved by Requisite Lenders; (iC) such Indebtedness the obligations of each Credit Party under the Global Intercompany Note shall be subordinated prior to the Obligations of such Credit Party in a manner and to an extent reasonably acceptable to the Administrative Agent and approved by Requisite Lenders; (iiD) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or Event of Default would occur and be continuing after giving effect to any such prepayment;proposed intercompany loan; and (E) the Bankruptcy Court has entered a final, non-appealable order approving the incurrence of such intercompany Indebtedness and according administrative priority to such intercompany Indebtedness. (db) obligations (contingent No Credit Party shall, directly or otherwise) existing indirectly, voluntarily purchase, redeem, defease or arising under prepay any Swap Contractprincipal of, provided that (i) such obligations are (premium, if any, interest or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations other amount payable in respect of capital leases and Synthetic Lease Obligations) hereafter incurred any Indebtedness prior to finance the purchase of fixed assetsits scheduled maturity, and renewals, refinancings and extensions thereof, provided that other than (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstandingObligations; and (ii) Indebtedness secured by a Permitted Lien (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”) if the asset securing such Indebtedness when incurred shall not exceed the purchase price has been sold or otherwise disposed of the asset(sin accordance with Sections 6.8(b) financed; or (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(gc); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing (including upfront fees and original issue discount thereon) and by an amount equal to any existing commitments unutilized thereunder and (ii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination subordination, standstill and related terms (if DB1/ 88815292.10 any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders (as determined in good faith by a Responsible Officer of the Borrower) than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) intercompany Indebtedness permitted under in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.027.01(i); provided provided, however, that the aggregate amount of all such Indebtedness shall not exceed $30,000,000 in any fiscal year; (d) Indebtedness of (i) a Loan Party to any other Loan Party, (ii) a Loan Party to any other Restricted Subsidiary that is not a Loan Party and (iii) any Restricted Subsidiary that is not a Loan Party to any Loan Party or any other Restricted Subsidiary, which Indebtedness shall (A) subject to the additional requirements of Section 7.03(t), in the case of Indebtedness owing owed by any Restricted Subsidiary to a Loan Party Party, to a Foreign Subsidiary (i) such Indebtedness the extent required by the Administrative Agent, be evidenced by promissory notes which shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement and (iiB) in the case of Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party be unsecured and, to the extent all such Indebtedness shall of all Loan Parties to any Restricted Subsidiary that is not a Loan Party exceeds $1,000,000 at any time outstanding, be prepaid unless no Default exists immediately prior subordinated in right of payment to the Secured Obligations on the terms set forth in the Intercompany Subordination Agreement or after giving effect otherwise on terms reasonably satisfactory to such prepaymentthe Administrative Agent (“Intercompany Debt”); (de) Guarantees of Indebtedness of the Loan Parties otherwise permitted hereunder; (f) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;; and (eg) purchase money other Indebtedness (including obligations in respect Convertible Bond Indebtedness) of capital leases and Synthetic Lease Obligations) hereafter incurred to finance one or more Loan Parties not contemplated by the purchase of fixed assets, and renewals, refinancings and extensions thereof, above provisions; provided that (i) no Default shall exist or would result therefrom, (ii) the Loan Parties are in Pro Forma Compliance, (iii) such Indebtedness shall not have a maturity date occurring earlier than one hundred twenty (120) days after the Maturity Date, (iv) such Indebtedness shall not be Guaranteed by any Subsidiary of the Borrower that is not a Loan Party, and (v) all such Indebtedness shall be unsecured; (h) to the extent constituting Indebtedness, Warrant Transactions not otherwise prohibited by this Agreement; DB1/ 88815292.10 (i) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower (or of any Person not previously a Subsidiary that is merged, amalgamated or consolidated with or into the Borrower or a Restricted Subsidiary) after the Closing Date as a result of a Permitted Acquisition, or Indebtedness of any Person that is assumed by the Borrower or any of its Restricted Subsidiaries in connection with an Acquisition of assets by the Borrower or such Restricted Subsidiary in a Permitted Acquisition; provided that (A) such Indebtedness is not incurred in contemplation of such Permitted Acquisition and (B) that the aggregate outstanding principal amount of Indebtedness that is outstanding in reliance on this clause (i) shall not, at any time outstanding, exceed $25,000,000; (j) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness, including all such Indebtedness of Vertex Europe and all CF Asset Subsidiaries, shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (fk) unsecured obligations of the Borrower or any of its Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury, depository, credit card, purchasing card and cash management services or any automated clearing house transfers of funds and other Indebtedness owed to Controlling Affiliates in respect of netting services, overdraft protections, cash pooling, employee credit cards and similar arrangements, in each case, in connection with deposit accounts in the ordinary course of business; (l) Indebtedness consisting of obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business or consistent with past practice; (m) Indebtedness under letters of credit or bank guarantees issued on behalf of Foreign Subsidiaries (and not issued under this Agreement) in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)outstanding; (gn) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (o) Indebtedness constituting indemnification obligations or obligations for the payment of the purchase price (pending the consummation of such transaction) or other contingent purchase price adjustments incurred in an Investment or any Disposition, in each case permitted under this Agreement; (p) Indebtedness consisting of obligations under deferred consideration (earnouts, royalty payments, indemnifications, incentive non-competes, milestone payments and other contingent obligations) incurred in connection with any Permitted Acquisition or other Investment permitted hereunder or otherwise in connection with research and development licensing agreements, collaboration agreements or development agreements; DB1/ 88815292.10 (q) Indebtedness consisting of insurance premium financing and take or pay obligations contained in supply agreements in the ordinary course of business; and (r) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 15,000,000 at any time outstanding. For purposes of determining compliance with this Section 7.02, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in this Sections 7.02, the Borrower may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.02 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided that all Indebtedness outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 7.02. Notwithstanding the foregoing to the contrary, Vertex Europe and the CF Asset Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness (other than (x) Intercompany Debt, except Intercompany Debt owed by Vertex Europe or any CF Asset Subsidiary to any Restricted Subsidiary that is not a Loan Party, and (y) Indebtedness of Vertex Europe outstanding as of the Closing Date in the amounts, and owing to the Restricted Subsidiaries, set forth on Schedule 7.02) in an aggregate amount in excess of $20,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or assume, guarantee, suffer to exist or otherwise become liable with respect to any Indebtedness, except:except (Indebtedness described below is herein referred to as “Permitted Indebtedness”): (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) of the Borrower or any of the Restricted Subsidiaries existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange ratesrates or otherwise to mitigate risks associated with its assets or liabilities or business operations, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party counterparty to such Swap Contract from its obligation to make payments on outstanding transactions to the Borrower or the Restricted Subsidiaries (notwithstanding that the Borrower or a Restricted Subsidiary is the defaulting party); (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) Indebtedness of a Restricted Subsidiary of the aggregate outstanding principal amount Borrower owed to the Borrower or to another Restricted Subsidiary of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; the Borrower and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(sBorrower owed to any Restricted Subsidiaries of the Borrower, in each case, which Indebtedness shall (A) financedin the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (B) be on terms (including subordination terms, if owed by a Loan Party) acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.03; (fc) unsecured Indebtedness owed to Controlling Affiliates under the Loan Documents; (d) Indebtedness of the Loan Parties under the Term Facility and any Permitted Refinancing Indebtedness in an aggregate principal amount respect thereof (including Guarantees of any Guarantor in respect of such Indebtedness) not to exceed at any one time outstanding the sum of (i) $50,000,000 minus 275.0 million and (ii) provided that the aggregate principal amount Borrower is in compliance on a Pro Forma Basis with the covenant set forth in Section 7.15 of the Term Loan Credit Agreement (as such Term Loan Credit Agreement including, without limitation, all relevant definitions required to determine compliance with such covenant, is in effect on the Closing Date), up to an additional $50.0 million. (e) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any Permitted Refinancing Indebtedness in respect thereof; (f) Guarantees of the Borrower or any Guarantor in respect of Indebtedness outstanding pursuant to Section 7.03(g)otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor; (g) other unsecured Indebtedness in an respect of Capital Lease Obligations, Synthetic Lease Obligations, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i) and Permitted Refinancing Indebtedness in respect thereof; provided, however, that the aggregate principal amount not to exceed $10,000,000 of all such Indebtedness at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.outstanding shall not exceed $35.0 million;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates the Existing Mezzanine Debt in an aggregate principal amount not to exceed $10,500,000; (g) the Existing Subordinated Debt in an aggregate principal amount not to exceed $16,108,000 and any refinancings and extensions thereof; provided, that (i) the amount of such Indebtedness is not increased at the time of such refinancing or extension, (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Existing Subordinated Debt, (iii) such refinanced or extended Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the date that is six (6) months after the latest Maturity Date, and (iv) such refinanced or extended Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the latest Maturity Date; (h) so long as (i) the Qualifying IPO has occurred and (ii) the Existing Mezzanine Debt and the Existing Subordinated Debt have been repaid in full and terminated, Subordinated Debt in an aggregate principal amount not to exceed $25,000,000; (i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business or 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, however, that such Indebtedness is extinguished within ten days of incurrence; (j) Indebtedness consisting of deferred purchase price obligations (including earnout obligations), indemnification obligations, adjustment of purchase price or similar obligations and guarantee obligations, in each case in connection with Acquisitions, dispositions of property and Investments and indemnification obligations arising under Contractual Obligations; (k) Indebtedness incurred in connection with the financing of insurance premiums in the ordinary course of business in an aggregate amount at any time outstanding not to exceed the premiums owed under such policy; (l) Indebtedness in respect of appeal, bid, performance or surety or similar bonds, workers’ compensation claims and self-insurance obligations issued for the account of the Borrower or any Subsidiary in the ordinary course of business; (m) Indebtedness of the type described in Section 7.03(e) above in an aggregate amount not to exceed $5,000,000 outstanding at any one time outstanding acquired in Permitted Acquisitions (“Acquired Indebtedness”), provided that such Acquired Indebtedness shall exist prior to the sum applicable Permitted Acquisition and shall not have been incurred in anticipation of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)applicable Permitted Acquisition; (gn) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 1,000,000 at any one time outstanding; and (ho) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateIt will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except: (a) provided that KCMH and any Subsidiary may incur Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination all premiums (if any), interest (including post-petition interest), fees, expenses, charges and other material terms taken as a wholeadditional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio is less than or equal to * to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any such refinancing, renewal or extension are no less favorable in any material respect to of the following items: (i) Indebtedness arising under the Loan Parties Documents; *Material omitted and separately filed with the Commission under an application for confidential treatment. (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries or the Lenders than the terms of the (including any Indebtedness being refinanced, renewed or extendedused to finance any Financing Transaction); (ciii) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentPermitted Subordinated Debt; (div) obligations Indebtedness in respect of Hedging Agreements; (contingent or otherwisev) existing or arising under any Swap ContractIndebtedness in respect of overdraft facilities, provided that (i) such obligations are (or were) entered into by such Person netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partybusiness; (evi) purchase money additional Indebtedness (including obligations in respect of capital leases KCMH and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 * at any one time outstanding; and; (hvii) Guarantees with respect Indebtedness arising under the Five-Year Credit Agreement (and the other Loan Documents (as defined therein)), and any refinancing, renewal or replacement thereof; (viii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness permitted under this Section 7.03(or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to KCMH as soon as practicable after receipt of such notice), KCMH and/or the relevant Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to KCMH and/or such Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (ix) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (viii) above.

Indebtedness. CreateThe Borrower will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the Closing Date date hereof and set forth on in Schedule 7.03 (6.02, and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and thereunder; (iib) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, Indebtedness of any such refinancing, renewal or extension are no less favorable in any material respect Subsidiary to the Loan Parties and their Subsidiaries Borrower or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedany other Subsidiary; (c) intercompany Indebtedness permitted under Section 7.02; provided that of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the case acquisition of Indebtedness owing any such assets or secured by a Loan Party to a Foreign Subsidiary (i) Lien on any such Indebtedness shall be subordinated assets prior to the Obligations in a manner acquisition thereof, and to an extent reasonably acceptable to the Administrative Agent extensions, renewals and (ii) replacements of any such Indebtedness shall that do not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, increase the outstanding principal amount thereof; provided that (i) such obligations are (Indebtedness is incurred prior to or were) entered into by within 90 days after such Person in acquisition or the ordinary course completion of business for the purpose of directly mitigating risks associated with fluctuations in interest rates such construction or foreign exchange ratesimprovement, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)permitted by this clause (c) shall not exceed $15,000,000 at any time outstanding; (gd) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, provided, further, that neither the Borrower nor any other Subsidiary will assume or otherwise become directly or indirectly liable for such Indebtedness; (e) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; and (f) Other Indebtedness (including unsecured Guarantees of Indebtedness of the Borrower) in an aggregate principal amount not to exceed exceeding $10,000,000 35,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. CreateThe Borrower will not contract, create, incur, assume or suffer to exist any Indebtedness, Indebtedness except: (ai) Indebtedness under incurred pursuant to this Agreement and the Loan other Credit Documents; (bii) Existing Indebtedness outstanding on the Closing Effective Date and listed on Schedule V, without giving effect to any subsequent extension, renewal or refinancing thereof except to the extent set forth on Schedule 7.03 (and renewalsV, refinancings and extensions thereof); provided PROVIDED that (i) the aggregate principal amount of such the Indebtedness is to be extended, renewed or refinanced does not increased increase from that amount outstanding at the time of any such refinancingextension, renewal or extension except by an amount equal refinancing; (iii) Indebtedness under Interest Rate Protection Agreements entered into with respect to a reasonable premium or other reasonable amount paid, Indebtedness permitted under this Section 9.04 so long as the terms and fees and expenses conditions are reasonably incurred, satisfactory to the Administrative Agent; (iv) Indebtedness under Other Hedging Agreements providing protection against fluctuations in currency values in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken Borrower's business so long as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms management of the Indebtedness being refinanced, renewed or extendedBorrower has determined that entering into such Other Hedging Agreements are bonafide hedging activities and are not speculative in nature; (cv) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party with respect to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to performance bonds, surety bonds, appeal bonds or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person custom bonds required in the ordinary course of business for or in connection with the purpose enforcement of directly mitigating risks associated rights or claims of the Borrower or any of its Subsidiaries or in connection with fluctuations judgments that do not result in interest rates a Default or foreign exchange rates, and not for purposes an Event of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;Default; and (evi) purchase money additional Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance by the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates Borrower in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) such amount which, when added to the aggregate principal amount of Indebtedness outstanding pursuant cash proceeds received by the Borrower from any sale of Shares (other than the Superior Option Shares) which is not (or was not) required to be applied to reduce the Total Commitment as provided in Section 7.03(g3.03(b); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed , equals $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.0310,000,000.

Indebtedness. CreateThe Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, Indebtedness except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on under the Closing Date set forth on Schedule 7.03 (Existing Term Loan Agreement and renewalsrefinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or interest and other reasonable amount amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, (ii) such Swap Contract is not (and is not required by GAAP to be) accounted for purposes of speculation or taking a “market view;” as speculative in nature, and (iiiii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Guarantees of Indebtedness permitted pursuant to this Section 7.03; (e) purchase money Indebtedness owed to any Person providing property, casualty or liability insurance to the Borrower or any Subsidiary of the Borrower, so long as the outstanding amount of such Indebtedness does not exceed $5,000,000 at any time, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year; (including obligations i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence, (ii) Indebtedness in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance credit cards provided the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall does not exceed $25,000,000 500,000 at any one time outstanding; and is extinguished within 60 days from the date of invoice, and (iiiii) Indebtedness in respect of purchase cards provided such Indebtedness when incurred shall not exceed is extinguished within 60 days from the purchase price date of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)invoice; (g) other unsecured Indebtedness contingent (but not matured) reimbursement, indemnification or similar obligations (including any arising by right of subrogation) of the Borrower or of one or more Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingrespect of stay or appeal bonds; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03not exceeding an aggregate principal amount of $150,000,000 at any time outstanding.

Indebtedness. CreateThe Issuer will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the Closing Date date hereof and set forth on in Schedule 7.03 5.2(e) of this Agreement, plus accrued interest thereon (and renewals, refinancings and extensions thereof); provided that (i) which may be in the amount form of such additional Indebtedness is not increased at or may be accrued to the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any)extensions, renewals and other material terms taken as a whole, replacements of any such refinancingIndebtedness that (w) do not increase the outstanding principal amount thereof, renewal (x) do not have a Stated Maturity or extension weighted average life that is earlier or shorter than that of the debt being refinanced, (y) do not have financial or other terms that are no materially less favorable in any material to the borrower with respect to the Loan Parties and their Subsidiaries such Indebtedness or the Lenders any Holder than the terms of the Indebtedness being refinanced, renewed or extendedand (z) is subordinated on terms no less favorable to the Holders than the debt being refinanced if such refinanced debt is subordinate to the Notes (“Existing Indebtedness”); (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentthe Note Obligations; (diii) obligations the Reimbursement Obligations; (contingent or otherwiseiv) existing or trade debt arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business Business for the purpose of directly mitigating risks associated with fluctuations in interest rates goods or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyservices; (ev) Indebtedness under letters of credit to provide security for workers’ compensation claims and bank overdrafts incurred in the ordinary course of Business; (vi) Indebtedness related to letters of credit, bonds or other deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of Business; (vii) Indebtedness related to purchase money Indebtedness (including obligations in respect of financing and capital leases of equipment and Synthetic Lease Obligationsfacilities, including Airline Assets (defined below), used in connection with the Business, subject to Section 2.01(f) hereafter incurred of the Issuer Security Agreement; (viii) Indebtedness having a maturity date not sooner than December 31, 2011 with no payments of principal or cash interest permitted prior to finance the purchase later of fixed assetsthe Maturity Date and the date on which all Note Obligations have been paid in full, and renewalswhich is subordinated to the obligations under the Reimbursement Agreement on substantially the terms set forth in the Collateral Agency Agreement, refinancings and extensions thereof, provided that in an aggregate amount at any one time outstanding not in excess of $20,000,000 plus accrued interest (i) which may be in the aggregate outstanding form of additional Indebtedness or may be accrued to the principal amount of all such Indebtedness); (ix) unsecured Indebtedness shall related to the Issuer’s restructuring or early termination of existing operating leases of MD-80 Aircraft, not to exceed $10,000,000 in the aggregate; (x) secured or unsecured Indebtedness not otherwise permitted above in an amount not to exceed $25,000,000 at any one time outstanding, including assumption of any obligation as part of a deferred purchase price; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;and (fxi) unsecured Indebtedness owed that is junior in right of payment to Controlling Affiliates the Notes and that is not otherwise permitted above in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 25,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03, including assumption of any obligation as part of a deferred purchase price.

Indebtedness. CreateThe Borrower shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (ai) Indebtedness under owing by any wholly-owned Subsidiary of the Loan DocumentsBorrower to the Borrower or another wholly-owned Subsidiary of the Borrower; (bii) Indebtedness outstanding existing on the Closing Effective Date and set forth on Schedule 7.03 6.2, but, in each case, not any extensions, renewals or replacements of such Indebtedness except (a) renewals and renewals, extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (b) refinancings and extensions thereof)of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended or are otherwise on substantially then prevailing market terms, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided such Indebtedness permitted under the immediately preceding clause (a) or (b) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (iB) exceed in a principal amount the amount Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom; (iii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is not increased at extinguished within seven (7) Business Days of its incurrence; (iv) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the time of such refinancingbenefit of) any Person providing workers’ compensation, renewal or extension except by an amount equal to a reasonable premium health, disability or other reasonable amount paidemployee benefits or property, and fees and expenses reasonably incurredcasualty or liability insurance to the Borrower or any of its Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (v) Indebtedness incurred by any Subsidiary of the Borrower arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, permitted dispositions of any such refinancing, renewal business or extension are no less favorable in asset (including the stock of any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms Subsidiary of the Indebtedness being refinanced, renewed or extendedBorrower); (cvi) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party which may be deemed to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior exist pursuant to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to any guaranties, performance, surety, statutory, appeal or after giving effect to such prepayment; (d) similar obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for of the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, Borrower and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySubsidiaries; (evii) purchase money guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (viii) Indebtedness (including obligations guarantees of any such Indebtedness) of a Subsidiary located in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance a country other than the purchase of fixed assets, and renewals, refinancings and extensions thereof, U.S.; provided that (i) the aggregate outstanding principal amount of all Indebtedness permitted by this clause (viii) (without double counting guarantees of any such Indebtedness Indebtedness) shall not at any time exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed100,000,000; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (iiix) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g);Obligations; and (gx) other unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.0315% of Consolidated Net Worth.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyeach a “Permitted Refinancing”), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that Guarantees of the Borrower or any Subsidiary Loan Party in the case respect of Indebtedness owing by a of the Borrower or any Subsidiary Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentotherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are Contract with any Lender (or wereAffiliate thereof) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions respect to the defaulting partyTerm Loans outstanding under this Agreement; (e) purchase money Indebtedness (including obligations in respect i) evidencing the deferred purchase price of capital leases and Synthetic Lease Obligations) hereafter newly acquired property or incurred to finance the acquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of fixed assets, business of the Borrower or its Subsidiaries and renewals, refinancings and extensions thereof, any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of the borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate outstanding principal amount of all such Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed100,000; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus the Borrower or any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the aggregate principal amount Borrower or any of Indebtedness outstanding pursuant its Subsidiaries owing to Section 7.03(g)a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (g) the Founders Severance Payments; (h) other unsecured Indebtedness Indebtedness, either (i) the Net Cash Proceeds of which are applied in an aggregate principal amount accordance with Section 2.06(c) of the Existing Credit Agreement or (ii) not otherwise permitted pursuant to clauses (a) through (g) above incurred by the Borrower and its Subsidiaries not to exceed $10,000,000 100,000 in aggregate amount at any one time outstanding; and (hi) Guarantees with Indebtedness in respect to Indebtedness permitted under this Section 7.03of the Existing Credit Agreement and any other Loan Documents (as defined in the Existing Credit Agreement).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewalssubject to Section 7.24, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are on a pari passu or junior basis to the Obligations, (or wereii) such obligations are entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (iiiii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (eb) purchase money Indebtedness under the Financing Documents or otherwise permitted thereunder; (including obligations c) Indebtedness in respect of capital leases and Capitalized Leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations, or for the deferred purchase of price, for fixed assetsor capital assets and services within the limitations set forth in Section 7.01(j); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness of at any one time outstanding in respect of Capitalized Leases and Synthetic Lease Obligations shall not exceed $25,000,000 at any one time outstanding; and 10,000,000; (d) trade or other similar Indebtedness incurred in the ordinary course of business (but not for borrowed money) that is (i) not more than ninety (90) days past due or (ii) such being contested in good faith and by appropriate proceedings; (e) Guarantees of any Person in respect of Indebtedness when incurred shall not exceed the purchase price otherwise permitted hereunder of the asset(s) financedBorrower or any Subsidiary; (f) unsecured Indebtedness owed to Controlling Affiliates of the Borrower or any Subsidiary thereof in an aggregate principal amount not to exceed at any one time outstanding respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the sum ordinary course of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)business; (g) in connection with the consummation of any permitted Investment or permitted Disposition of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries, Indebtedness incurred by the Borrower or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance by the Borrower or any such Subsidiary pursuant to such agreements, in an amount not to exceed $5,000,000 in the aggregate; (h) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts otherwise permitted hereunder; (i) the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five (5) Business Days; (j) to the extent constituting Indebtedness, obligations under Project Documents. Acquisition Documents or Tax Equity Documents, in each case, that are not Indebtedness for borrowed money; (k) to the extent constituting Indebtedness, obligations (contingent or otherwise) existing or arising under any Power Purchase Agreement or REC Agreement; (l) guarantees in respect of Indebtedness otherwise permitted hereunder; (m) Indebtedness of the Borrower or any Subsidiary thereof consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness of the Borrower or any Subsidiary thereof consisting of judgments that do not constitute an Event of Default under Section 8.01(g); (o) Taxes or customs duties, either (i) secured by an acceptable bond, (ii) not yet due or (iii) that are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, title thereto or any material interest therein and shall not interfere in any material respect with the use or disposition of any Project or any Project site (or any material portion thereof)), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, to the extent required by GAAP; (p) Indebtedness of the Borrower or any Subsidiary thereof arising from non-speculative hedging obligations and hedging and hedge-like obligations with respect to capacity, energy, Tax and environmental attributes, ancillary services and other products and services in accordance with the Project Documents or in the ordinary course of business; (q) Indebtedness in respect of performance bonds, bid bonds, letters of credit, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business in connection with any Project; (r) Indebtedness of the Borrower existing on the date hereof as set forth on Part I of Schedule 1.01(G) or Indebtedness of any Subsidiary of the Borrower existing or set forth in the Base Case Model as of the later of (x) the Closing Date or (y) the date such Person becomes a Subsidiary as set forth on Part II of Schedule 1.01(G), as applicable, and any renewals or extensions thereof; and (s) unsecured Indebtedness of the Borrower in an aggregate principal amount not to exceed $10,000,000 5,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case Guaranty Obligations of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such the Borrower in respect of Indebtedness shall be subordinated prior to otherwise permitted hereunder or under the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentFirst Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange rates, the value of securities issued by such Person and not for purposes of speculation or taking a “market view;” ”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for fixed or capital assets within the purchase of fixed assets, and renewals, refinancings and extensions thereof, limitations set forth in Section 7.01(i); provided that (i) the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed7,000,000; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 2,000,000 at any one time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (ht) Guarantees with respect to Indebtedness permitted under this Section 7.03of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness under the Loan Documents; (bc) Indebtedness among Borrowers and Loan Parties; (d) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.02 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal refunding, renewing or extension extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) intercompany extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating exceed the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partythen applicable market interest rate; (e) purchase money Indebtedness (including obligations Guarantees of the Domestic Borrower or any Subsidiary in respect of capital leases and Indebtedness otherwise permitted under Sections 7.02(a), (d) or (f) of the Domestic Borrower or any wholly-owned Subsidiary thereof; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for fixed or capital assets within the purchase of fixed assetslimitations set forth in Section 7.01(i); provided, and renewalshowever, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) shall not exceed $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g)2,000,000; (g) other unsecured Indebtedness of Subsidiaries (inclusive of the Indebtedness of such Subsidiaries set forth on Schedule 7.02) organized under the laws of a jurisdiction in Asia in an aggregate principal amount not to exceed $10,000,000 70,000,000 at any one time, all of which may be refinanced, amended or replaced from time outstandingto time; andprovided that the aggregate amount of such Indebtedness does not exceed $70,000,000; (h) Guarantees with respect Indebtedness consisting of the deferred purchase price of equipment that shall be paid for within six months after delivery, subject to such equipment being qualified after delivery; (i) Indebtedness of Subsidiaries incurred by reason of Investments in such Subsidiaries permitted under this Section 7.037.03(c)(iii) and (iv) and (j) Indebtedness arising under the Diodes Zetex Pension Scheme, including the Diodes Zetex Pension Scheme Guarantee.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth and listed on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended7.03; (c) intercompany Indebtedness permitted under Section 7.02; provided that Guarantees of the Borrower or any Guarantor in the case respect of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to otherwise permitted hereunder of the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to Borrower or after giving effect to such prepaymentany Restricted Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or arising under any Swap ContractContract designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (e) Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (secured by Liens permitted pursuant to Section 7.01(i)) in an aggregate amount not to exceed $35,000,000 at any time outstanding; (f) Indebtedness of the Borrower and the Guarantors, provided that (i) no principal of such Indebtedness is scheduled to mature earlier than 91 days after the Latest Maturity Date existing on the date of the incurrence of such Indebtedness and (ii) after giving effect to such Indebtedness and the application of any of the proceeds thereof, no Event of Default shall exist and the Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such Indebtedness and the use of proceeds thereof); (g) Indebtedness of any Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary that is subordinated to the Obligations on terms satisfactory to the Administrative Agent; (h) Indebtedness of any Person acquired or assumed in an acquisition, existing at the time of such acquisition and not incurred in contemplation thereof; provided that (i) such Indebtedness shall not be secured except to the extent such Indebtedness is secured by Liens permitted by Section 7.01(j), (ii) other than as otherwise permitted hereunder no Person, other than the obligor or obligors thereon at the time of such acquisition, shall become liable for such Indebtedness, (iii) no Default or Event of Default shall exist at the time any acquisition agreement or similar agreement is executed and delivered in connection with such acquisition and (iv) after giving effect to such Indebtedness and acquisition, (A) no Event of Default pursuant to Section 8.01(a), (f) or (g) shall exist and (B) the Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such Indebtedness and such acquisition); (i) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the ordinary course of business and discharged within two Business Days of its incurrence; (j) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (k) Customary indemnification obligations or customary obligations in respect of purchase price or other similar adjustments, in each case incurred by the Borrower or any Restricted Subsidiary in connection with the Disposition of any assets permitted hereby, or any Investment permitted hereby or any acquisition permitted hereby, but excluding Guarantees of Indebtedness; provided that (i) such obligations are not then due and payable and (ii) the maximum liability in respect of all such obligations incurred in connection with any Disposition shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection with such Disposition; (l) Indebtedness consisting of (i) the financing of insurance premiums or were(ii) entered into by such Person customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partybusiness; (em) purchase money Indebtedness (including obligations Obligations in respect of capital leases performance, bid, appeal and Synthetic Lease Obligationssurety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business; (n) hereafter incurred to finance Indebtedness not otherwise permitted by the purchase foregoing clauses of fixed assets, and renewals, refinancings and extensions thereof, this Section 7.03; provided that (i) the aggregate outstanding principal or face amount of all such Indebtedness shall not exceed $25,000,000 75,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (o) any Permitted Refinancing of any Indebtedness otherwise permitted to be incurred under clause (b), (e), (f), (h), (p) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum or (q) and this clause (o) of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to this Section 7.03(g)7.03; (gp) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstandingconstituting Incremental Equivalent Notes; (q) Indebtedness constituting Refinancing Notes; and (hr) Guarantees with respect to Indebtedness permitted under this Section 7.03all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (q) above.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on in Schedule 7.03 (8.03 and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancingrenewal, renewal refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a wholewhole of such renewal, of any such refinancing, renewal refinancing or extension are no not materially less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinancedrenewed, renewed refinanced or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment8.02; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” ”; and (ii) such Swap Contract does not contain any provision exonerating the non defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Capital Leases or Synthetic Lease ObligationsLeases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 10 million at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) contingent liabilities relating to customary indemnification obligations in favor of sellers and purchasers in respect of Acquisitions and Dispositions permitted hereunder; (g) deferred purchase price obligations (including earn-out payments) in respect of Permitted Acquisitions; (h) Indebtedness acquired or assumed in connection with an Acquisition permitted hereunder, provided that (i) the Indebtedness was not incurred in connection with or in anticipation of such Acquisition, and (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis; (i) unsecured Permitted Convertible Indebtedness owed to Controlling Affiliates in an original (or notional) aggregate principal amount not to exceed at any one time outstanding the sum of $250 million, and Permitted Bond Hedge Transactions and Permitted Warrant Transactions relating thereto; provided that (i) $50,000,000 minus no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, and (ii) the aggregate principal amount of Indebtedness outstanding pursuant Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to Section 7.03(g)the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis; (gj) other unsecured Indebtedness for borrowed money of the Borrower in an aggregate principal amount not to exceed $10,000,000 at 150 million, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the covenants, terms and conditions of such Indebtedness shall not be more restrictive, in any one time outstanding; andmaterial respect, than the covenants, terms and conditions hereunder; (hk) Guarantees with respect to Indebtedness permitted under this Section 7.038.03; (l) Indebtedness which may be deemed to exist pursuant to any performance, surety, statutory, appeal bonds or similar obligations incurred in the ordinary course of business; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, in each case, drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within 5 Business Days of its incurrence; (n) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with financing of insurance premiums; provided that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (o) other Indebtedness not specified above, provided, that the principal amount of such Indebtedness does not exceed $10 million in the aggregate at any time outstanding.

Indebtedness. CreateNo Borrower will, nor will it permit any Material Subsidiary to, create, incur, assume or suffer to exist any IndebtednessDebt, exceptother than the following: (ai) Indebtedness Debt under the Loan Documents; (bii) Indebtedness Debt outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (7.01 and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (ciii) intercompany Indebtedness Guarantees by (A) any Borrower in respect of Debt of any other Borrower, (B) any Material Subsidiary (other than a Borrower) in respect of Debt of a Borrower or (C) any Material Subsidiary (other than a Borrower) of Debt of any wholly-owned Subsidiary, in each case if such Debt is otherwise permitted under hereunder; (iv) Consolidated Operating Debt; (v) Debt of a Borrower or any Material Subsidiary in respect of Capital Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.027.02(viii); (vi) Debt of any Person that becomes a Material Subsidiary of a Borrower after the date hereof; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (iA) such Indebtedness Debt exists at the time such Person becomes a Material Subsidiary and is not created in contemplation of or in connection with such Person becoming a Material Subsidiary and (B) after giving effect to such Person becoming a Material Subsidiary on a pro-forma basis, the Borrowers shall be in compliance with the covenants in Section 7.09; (vii) obligations of AHL or any Subsidiary to maintain the capital or solvency of any of its Subsidiaries in accordance with the requirements of or under any agreement with their respective Applicable Insurance Regulatory Authority; (viii) Debt of (A) any Borrower owing to any Subsidiary that is not a Borrower if such Debt is expressly subordinated prior to the prior payment in full of the Obligations in a manner and to an extent on terms reasonably acceptable to the Administrative Agent (provided that such subordination terms shall permit regularly scheduled payments of principal and interest if no Default or Event of Default has occurred and is continuing), (B) any Borrower owing to any other Borrower and (iiC) such Indebtedness shall any Subsidiary that is not be prepaid unless no Default exists immediately prior a Borrower owing to any Borrower or after giving effect to such prepaymentSubsidiary thereof; (dix) obligations and liabilities (contingent whether directly or otherwiseas a guarantor) existing or of the Material Subsidiaries arising under any Swap Contractor in connection with treasury, provided that (i) such obligations are (depositary, cash management, custodial, automated clearinghouse or were) entered into by such Person transfer of funds services or arrangements or similar services and arrangements incurred in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;business; and (ex) purchase money Indebtedness Debt of a Borrower or any Material Subsidiary not otherwise permitted under clauses (including obligations in respect of capital leases and Synthetic Lease Obligationsi) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereofthrough (ix) above, provided that (i) both prior to, and after giving effect to, the aggregate outstanding principal amount incurrence of all such Indebtedness Debt on a pro forma basis, the Borrowers shall not exceed $25,000,000 at any one time outstandingbe in compliance with the covenants in Section 7.09; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding provided that the sum of (i) $50,000,000 minus (iix) the aggregate principal amount of Indebtedness Unsubordinated Debt plus (y) the aggregate outstanding amount of Debt and other obligations secured by Liens incurred pursuant to Section 7.03(g7.02(xxix) shall at no time exceed 5% of the Consolidated Net Worth of AHL as of the last day of the most recently ended fiscal period for which financial statements have been delivered pursuant to Section 4.01(a)(viii); (g, Section 6.01(i) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this or Section 7.036.01(ii), as applicable.

Indebtedness. CreateIncur, incuror otherwise become liable (as principal obligor, assume guarantor, surety, accommodation party or suffer to exist otherwise) for, any Indebtedness, except, and subject to Section 5.16: (a) Indebtedness under incurred for the Loan Documentsacquisition of supplies or inventory on normal trade credit; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal incurred pursuant to one or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedmore transactions permitted under Section 6.4; (c) intercompany Indebtedness permitted of Borrower under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepaymentthis Agreement; (d) obligations Subordinated Debt; (contingent e) any Indebtedness approved by Lender prior to the Execution Date as shown on Schedule 6.1; (f) Indebtedness of Borrower secured only by the security interests covered by subsection (c) of the definition of Permitted Lien not to exceed $50,000 in aggregate amount outstanding at any time; (g) Indebtedness consisting of interest rate, currency, or otherwise) existing commodity swap agreements, interest rate cap or arising under any Swap Contract, provided that (i) such obligations are (collar agreements or were) arrangements entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with and designated to protect Borrower against fluctuations in interest rates or foreign rates, currency exchange rates, or commodity prices and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculative purposes; (eh) purchase money Indebtedness (including obligations in respect of capital leases bank guarantees and Synthetic Lease Obligationssimilar instruments issued for the account of Borrower in the ordinary course of business supporting obligations under (A) hereafter incurred to finance the purchase workers’ compensation, unemployment insurance and other social security laws and (B) bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and obligations of fixed assets, and renewals, refinancings and extensions thereof, provided that a like nature; (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount respect of letters of credit issued for the account of Borrower in the ordinary course of business supporting obligations under real property leases not to exceed $10,000,000 50,000 in aggregate amount outstanding at any one time outstanding; andtime; (hj) Guarantees with respect extensions, refinancings, modifications, amendments and restatements of any items of (a) through (i) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to Indebtedness permitted under this Section 7.03impose more burdensome terms upon Borrower.

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under this Agreement (including Indebtedness in respect of any Incremental Facility) and any Permitted Refinancing Indebtedness in respect of the Loan Documents; Loans (b) Indebtedness outstanding on any such Permitted Refinancing Indebtedness, the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof“Credit Agreement Refinancing Indebtedness”); provided that (i) such Credit Agreement Refinancing Indebtedness, if secured, is secured only by the amount Collateral on a pari passu or junior basis with the Obligations under this Agreement, (ii) no Person, other than a Loan Party, shall be an obligor or guarantor with respect to any Credit Agreement Refinancing Indebtedness, (iii) the terms of any such Credit Agreement Refinancing Indebtedness is not increased (excluding pricing, fees, rate floors and optional prepayment or redemption terms) reflect market terms at the time of such refinancingissuance thereof (but in no event shall any Credit Agreement Refinancing Indebtedness have covenants and defaults, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect materially more restrictive than those applicable to the Loan Parties and their Subsidiaries Facility being refinanced (other than any covenants or other provisions applicable only to periods after the Lenders than the terms Latest Maturity Date of the Facilities (as in effect on the date of incurrence of such Credit Agreement Refinancing Indebtedness))), (iv) such Credit Agreement Refinancing Indebtedness being refinancedshall share ratably or less than ratably with (or, renewed if junior in right of payment or extendedas to security, on a junior basis with respect to) any prepayments or repayments of the Loans (and Incremental Loans, if applicable) and (v) such Credit Agreement Refinancing Indebtedness, if secured, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; (cb) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates Incremental Equivalent Debt in an aggregate principal amount outstanding not to exceed at the Incremental Availability Amount, and any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Permitted Refinancing Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.thereof;

Indebtedness. Create((a) None of the Loan Parties will create, incur, assume or suffer permit to exist any IndebtednessIndebtedness (including Guaranties), exceptother than: (ai) Indebtedness created hereunder or under any of the Loan Documents, including renewals, extensions and refinancings hereof or thereof; (bii) Indebtedness outstanding existing on the Closing Effective Date and set forth on in Schedule 7.03 (9.1 and renewalsextensions, refinancings renewals and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, replacements of any such refinancing, renewal or extension are no less favorable in any material respect to Indebtedness that do not increase the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedoutstanding principal amount thereof; (ciii) intercompany purchase money Indebtedness, capital lease obligations and other Indebtedness permitted under Section 7.02; provided that in incurred to finance the case acquisition, construction or improvement of Indebtedness owing any assets by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness Subsidiaries in an aggregate principal amount not to exceed $10,000,000 25,000,000 at any one time outstanding; (iv) Indebtedness incurred in an acquisition or disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; (v) Indebtedness incurred in the ordinary course of business in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions or the proceeds thereof; (vi) Indebtedness and other obligations in respect of Swaps entered into in the ordinary course of business and not for speculative purposes, including in connection with hedge transactions, warrant transactions and capped call transactions in respect of convertible Indebtedness; (vii) Indebtedness owed by one Loan Party to another Loan Party; (viii) Indebtedness under Investment Securities Lines; and (hix) Guarantees other Indebtedness to the extent the Borrower is in pro forma compliance with respect the covenant set forth in Sections 9.10 and 9.11 both before and after giving effect to Indebtedness permitted under this Section 7.03the incurrence of such Indebtedness.

Indebtedness. Create(a) No Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except:except (without duplication): (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) Indebtedness secured by purchase money security interests and Capital Leases permitted in Section 6.7(c) and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount of such Indebtedness is not increased at thereof or changing the time of such refinancing, renewal or extension except by an amount equal amortization thereof (other than to a reasonable premium or other reasonable amount paid, extend the same) and fees that are otherwise on terms and expenses reasonably incurred, in connection with such refinancing and by an amount equal conditions no less favorable to any existing commitments unutilized thereunder and Credit Party, Agent or any Lender, as determined by Agent, than the terms of the Indebtedness or Capital Lease being refinanced, amended or modified; (ii) the terms relating Loans and the other Obligations; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to principal amount, amortization, maturity, collateral the extent they are permitted to remain unfunded under applicable law; (if anyiv) existing Indebtedness described in Disclosure Schedule (6.3) and subordination refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (if any), other than to extend the same) and other material that are otherwise on terms taken as a whole, of any such refinancing, renewal or extension are and conditions no less favorable in to any material respect to the Loan Parties and their Subsidiaries Credit Party, Agent or the Lenders any Lender, as determined by Agent, than the terms of the Indebtedness being refinanced, renewed amended or extendedmodified; provided, however, that this Section 6.3(a)(iv) shall not be applicable to Subordinated Debt; (cv) intercompany unsecured, subordinated Indebtedness permitted under Section 7.02; provided of Borrower evidenced by the Initial IDS Subordinated Notes issued on the Closing Date as a part of the Related Transactions, in an aggregate principal amount that does not exceed at any time $85,000,000 (less the amount of any repayments of principal thereof after the Closing Date); (vi) unsecured, subordinated Indebtedness of Borrower evidenced by any Initial IDS-Linked Subordinated Notes issued after the Closing Date as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as (A) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof and all the Exchange Conditions (as defined in the case Initial IDS Subordinated Notes Indenture) are satisfied at the time of Indebtedness owing by such issuance and exchange, (B) on a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or Pro Forma Basis after giving effect to the Incurrence of such prepaymentIndebtedness, the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants and (C) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A) and (B) and containing the calculations demonstrating compliance with the preceding clause (B); (dvii) Permitted Additional Subordinated Debt of Borrower, so long as (A) the aggregate outstanding principal amount thereof (excluding any PIK Amounts in respect thereof) does not exceed $25,000,000 at any time, (B) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (C) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, (D) the terms of such Indebtedness otherwise comply with the provisions of the definition of Permitted Additional Subordinated Debt, (E) all of the proceeds thereof shall be applied (I) concurrently with the issuance thereof, to refinance Permitted Additional Subordinated Debt of Borrower or (II) not later than 90 days after the date of issuance thereof, (x) to finance a Permitted Acquisition, (y) to finance permitted Consolidated Capital Expenditures or (z) to prepay the Loans, and (F) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B), (C) and (D) and containing the calculations demonstrating compliance with the preceding clause (C); (viii) Indebtedness consisting of intercompany loans and advances made by a Credit Party to any other Credit Party; provided, that: (A) the Credit Party that is the recipient of any intercompany loan or advance (for purposes of this paragraph, the “Obligor”) shall have executed and delivered a demand note in the form of Exhibit 6.3(a)(viii) (an “Intercompany Note”) to evidence any such intercompany Indebtedness owing at any time to the Credit Party providing such intercompany loan or advance (for purposes of this paragraph, the “Holder”), which Intercompany Note shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional collateral security for the Obligations (except for any such Intercompany Note executed and delivered to Mid-Missouri Telephone); (B) Borrower, the applicable Obligor and the applicable Holder shall record all intercompany transactions on its respective books and records in a manner reasonably satisfactory to Agent; (C) the obligations (contingent or otherwise) existing or arising of the applicable Obligor and the applicable Holder under any Swap Contractsuch Intercompany Note shall be subordinated to the Obligations of Borrower and each other Credit Party hereunder in accordance with the terms of the Intercompany Note; (D) at the time any such intercompany loan or advance is made by any Credit Party and after giving effect thereto, provided that Borrower and such Credit Party shall be Solvent; (iE) Agent has not delivered a notice to Borrower prohibiting such intercompany loans and advances following the occurrence and during the continuance of a Default or Event of Default; and (F) the aggregate amount of (I) intercompany loans to, capital contributions to and other Investments in Mid-Missouri Telephone shall not at any time exceed $2,000,000 for all Credit Parties combined and (II) intercompany loans by Mid-Missouri Telephone shall not at any time exceed $2,000,000; (ix) [Intentionally Omitted]; (x) Indebtedness constituting Hedging Obligations of Borrower required or permitted by Section 5.10; (xi) Guaranteed Indebtedness permitted by Section 6.6; (xii) Indebtedness of Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with Permitted Acquisitions or sales of assets permitted by this Agreement (so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person); (or werexiii) entered into by such Person Indebtedness constituting temporary bank overdrafts in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partythat are promptly repaid; (exiv) purchase money [Intentionally Omitted]; (xv) unsecured, subordinated Indebtedness of Borrower evidenced by any Subsequent IDS Subordinated Notes issued after the Closing Date under any Subsequent IDS Subordinated Notes Indenture, so long as (A) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (B) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (including obligations excluding PIK Amounts in respect thereof payable after the initial Incurrence of capital leases such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and Synthetic Lease Obligations(II) hereafter incurred be in compliance with the Financial Covenants, (C) the terms of such Indebtedness otherwise comply with the provisions of the definitions of Subsequent IDS-Linked Subordinated Notes and Subsequent Non-IDS-Linked Subordinated Notes, (D) all of the proceeds thereof shall be applied (I) concurrently with the issuance thereof, to refinance IDS Subordinated Notes or Permitted Additional Subordinated Debt of Borrower or (II) not later than 90 days after the date of issuance thereof, (x) to finance a Permitted Acquisition, (y) to finance permitted Consolidated Capital Expenditures or (z) to prepay the purchase of fixed assetsLoans, and renewals(E) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), refinancings (B) and extensions thereof(C) and containing the calculations demonstrating compliance with the preceding clause (B); and (xvi) additional unsecured Indebtedness of Borrower, provided that so long as (iA) the aggregate outstanding principal amount of all such Indebtedness shall thereof (excluding any PIK Amounts in respect thereof) does not exceed $25,000,000 5,000,000 at any one time outstandingtime, (B) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (C) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, and (D) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B) and (C) and containing the calculations demonstrating compliance with the preceding clause (C). (b) No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Sections 6.8(b) or (c); (iii) Indebtedness permitted by Section 6.3(a)(iv) upon any refinancing thereof in accordance with Section 6.3(a)(iv); (iv) Indebtedness permitted by Sections 6.3(a)(v), (vi) or (xv) upon any refinancing thereof in accordance with Section 6.3(a)(xv); (v) Indebtedness permitted by Section 6.3(a)(vii) upon any refinancing thereof in accordance with Section 6.3(a)(vii); (vi) Indebtedness permitted by Sections 6.3(a)(i) and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (vii) Indebtedness permitted by Section 6.3(a)(iii); and (iiviii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates as otherwise permitted in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.036.14.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (ai) the Secured Obligations, (ii) Indebtedness (including Guarantees thereof) in respect of the Senior Notes in an aggregate principal amount not to exceed the amount outstanding on the Third Amendment Effective Date and Permitted Refinancing thereof, (iii) Guarantee Obligations in respect of any Indebtedness permitted to be incurred under any VIE Credit Agreements and (iv) Guarantee Obligations in an aggregate principal amount not to exceed $25,000,000 in respect of all Shared Services Party Credit Facilities (other than the VIE Credit Agreements); Indebtedness of any Covenant Entity, so long as (A) no Event of Default shall have occurred and be continuing after the incurrence thereof, (B)(1) if such Indebtedness is secured by the Collateral on a pari passu basis to the Obligations, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is no greater than 4.00:1.00 as of the end of the most recent Test Period, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period and (3) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is no greater than 6.50:1.00 as of the end of the most recent Test Period, (C) except for customary bridge facilities that will automatically, subject to customary terms, convert to Indebtedness that otherwise satisfies the requirements set forth in this clause (C), such Indebtedness has a final maturity date equal to or later than (or, with respect to Indebtedness incurred pursuant to clause (2) or (3) above, 180 days after) the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Third Amendment Effective Date Term Loans constituting Term B Loanslatest maturing Class of Loans or Commitments outstanding under this Agreement as of the date of such incurrence, (D) all collateral provided by Loan Documents; Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor, (E) the maximum Aggregate Non-Loan Party Indebtedness that may be incurred pursuant to this clause (b) Indebtedness outstanding and Section 7.02(g) shall not exceed the greater of (1) $75,000,000 and (2) 10.0% of the Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the Closing Date set forth effective date thereof, and (y) any related Specified Transaction) at the time of incurrence, (F) the terms and conditions of such Indebtedness (excluding any pricing, optional prepayment, call protection or redemption terms) reflect market terms on Schedule the date of issuance as reasonably determined by the Borrower and (G) such Indebtedness shall not have mandatory prepayment or redemption terms or offer to purchase events that are more onerous than or on a more than pro rata basis than those contained in this Agreement on the date of issuance with respect to Term B Loans (other than customary bridge facilities, change of control offer or AHYDO catchup payments); obligations of any Covenant Entity (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates; Guarantee Obligations of any Covenant Entity in respect of Indebtedness of any other Covenant Entity otherwise permitted hereunder; provided that any Guarantee Obligation of a Loan Party in respect of Indebtedness of a Non-Loan Party shall be permitted to the extent it constitutes an Investment permitted under Section 7.03 hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.02(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.02); provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guaranties of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; Indebtedness of any Covenant Entity owing to any other Covenant Entity to the extent constituting an Investment permitted by Section 7.03 (and renewals, refinancings and extensions thereofother than Section 7.03(f)); provided that all such Indebtedness incurred following the Closing Date of any Covenant Entity that is a Loan Party owed to any other Covenant Entity that is not a Loan Party shall be subject to subordination terms reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of any Covenant Entity financing the amount acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks, and (iii) any Indebtedness of any Covenant Entity incurred to refinance the Indebtedness set forth in the immediately preceding clauses (i) and (ii) so long as the principal amount (or accreted value, if applicable) thereof does not increased at exceed the time principal amount (or accreted value, if applicable) of such refinancing, renewal or extension the Indebtedness so refinanced except by an amount equal to a reasonable unpaid accrued interest and premium or thereon plus other reasonable amount amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any)thereunder, and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness otherwise permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant incurred by the Covenant Entities under this Section 7.02(f) and any refinancing Indebtedness in respect thereof does not exceed the greater of (a) $275,000,000 and (b) 27.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to Section 7.03(g)(x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) at the time of incurrence thereof; (i) Indebtedness of any Covenant Entity (A) incurred to finance a Permitted Acquisition or other permitted Investment or (B) assumed in connection with any Permitted Acquisition or other permitted Investment; provided that (1) no Default or Event of Default shall have occurred and be continuing both before and after the incurrence or assumption of such Indebtedness, provided, further, that in the case of Indebtedness incurred to finance a Limited Condition Acquisition, at the Borrower’s option, such Default or Event of Default may be tested in accordance with Section 1.08, (2) (x) if such Indebtedness is secured by the Collateral on a pari passu basis to the Obligations, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is no greater than 4.00:1.00 as of the end of the most recent Test Period, (y) if such Indebtedness is secured by the Collateral on a junior lien basis to the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period and (z) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is no greater than 6.50:1.00 as of the end of the most recent Test Period, (3) the maximum Aggregate Non-Loan Party Indebtedness that may be incurred pursuant to this clause (g) other unsecured Indebtedness in an aggregate principal and Section 7.02(b) shall not exceed the greater of (x) $75,000,000 and (y) 10.0% of the Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount not to exceed $10,000,000 thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) at any one the time outstanding; andof incurrence, (h4) Guarantees with respect to Indebtedness assumed in connection with any Permitted Acquisition or other permitted Investment, such Indebtedness was not incurred in contemplation of such Permitted Acquisition or permitted Investment; provided that for the avoidance of doubt, such Indebtedness shall otherwise comply with clauses (1) - (3) above and (5) with respect to Indebtedness incurred in connection with any Permitted Acquisition or other permitted Investment, (A) except for customary bridge facilities that will automatically, subject to customary terms, convert to Indebtedness that otherwise satisfies the requirements set forth in this clause (A), such Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Third Amendment Effective Date Term Loans constituting Term B Loanslatest maturing Class of Loans or Commitments outstanding under this Section 7.03.Agreement as of the date of such incurrence, (B) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, such Indebtedness shall not be guaranteed at any time by a Person that is not a Guarantor, (C) the terms and conditions of such Indebtedness (excluding any pricing, optional prepayment, call protection or redemption terms) reflect market terms on the date of issuance as reasonably determined by the Borrower and (D) such Indebtedness shall not have mandatory prepayment or redemption terms or offer to purchase events that are more onerous than or on a more than pro rata basis than those contained in this Agreement on the date of issuance with respect to Term B Loans (other than customary bridge facilities, change of control offer or AHYDO catchup payments);

Indebtedness. Create(a) Incur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness. (b) Notwithstanding the foregoing, exceptnothing in the clause (a) of this Section 6.01 will prohibit any of the following: (ai) Indebtedness incurred under this Agreement and the other Loan Documents; (bii) Indebtedness outstanding on as of the Closing Date set forth on Schedule 7.03 (6.01 and renewalsany Indebtedness extending the maturity of, refinancings or refinancing, in whole or in part, any such Indebtedness and extensions thereof)guarantees of such Indebtedness or the extension or refinancing of such Indebtedness; provided that (iA) the amount of such extending or refinancing Indebtedness is does not increased at result in an increase in the time aggregate principal or facility amount thereof outstanding (or, in the case of revolving Indebtedness, the committed amount thereof) (plus the amount of any premium paid in respect of such Indebtedness in connection with any such extension or refinancing and plus the amount of reasonable expenses incurred by Borrower and its Subsidiaries in connection therewith), (B) such Indebtedness (if it is term debt) does not have a weighted average life to maturity that is less than the weighted average life to maturity of the Indebtedness being extended or refinanced, (C) such Indebtedness (if it is term debt) does not have a final maturity earlier than the final maturity of the Indebtedness being extended or refinanced and (D) the direct and contingent obligors therefor shall not be changed (unless any contingent obligor is released), as a result of or in connection with such extension or refinancing; (iii) Indebtedness under Hedging Obligations that are designed to protect against fluctuations in interest rates, renewal foreign currency exchange rates or extension except commodity prices, in each case not entered into for speculative purposes; (iv) Intercompany Indebtedness between Companies; (v) To the extent it constitutes Indebtedness, Indebtedness incurred by an amount equal Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Holdings or any such Subsidiary pursuant to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredsuch agreements, in connection with such refinancing and acquisitions permitted by an amount equal to any existing commitments unutilized thereunder and (iiSection 6.04(g) the terms relating to principal amountor Transfers permitted by Section 6.03; provided that, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, in respect of any such refinancingIndebtedness incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 6.03, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to exceed the amount of net cash proceeds received from such prepaymentTransfers; (dvi) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations (contingent or otherwise) existing or arising under and bankers acceptances issued for the account of any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Company in the ordinary course of business business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in the purpose ordinary course of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting partybusiness; (evii) purchase money Indebtedness (including obligations Contingent Obligations of Holdings, Opco or any Subsidiary thereof in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financedotherwise permitted under this Section 6.01; (fviii) unsecured Indebtedness owed to Controlling Affiliates arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in an aggregate principal amount not to exceed at any one time outstanding the sum case of (idaylight overdrafts) $50,000,000 minus (ii) drawn against insufficient funds in the aggregate principal amount ordinary course of business; provided, however, that such Indebtedness outstanding pursuant to Section 7.03(g)is extinguished within five Business Days of incurrence; (gix) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (x) Other Indebtedness (other unsecured Indebtedness than Debt for Borrowed Money) in an aggregate principal amount not to exceed $10,000,000 10 million at any time outstanding; (xi) Capitalized Leases and Indebtedness secured by Liens that attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company in an aggregate principal amount not to exceed $10 million at any time outstanding; (xii) Indebtedness incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; (xiii) Permitted Borrower Subordinated Indebtedness; and (hxiv) Guarantees with respect Other Debt for Borrowed Money issued to or held by Persons who are not Affiliates of any of the Companies, so long as after giving effect to the incurrence of such Indebtedness permitted under this Section 7.03(as if such Indebtedness had been incurred on the first day of the most recently completed Measurement Period), the Leverage Ratio would be less than 2.00:1.00.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under Current accounts payable arising in the Loan Documentsordinary course of business; (b) Indebtedness outstanding on the Closing Date set forth date hereof and listed on Schedule 7.03 (and renewalsany refinancings, refinancings and refundings, renewals or extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extendedthereunder; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness a Subsidiary owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to Borrower or after giving effect to such prepaymentanother Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in interest rates or foreign exchange ratesthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ef) purchase money Indebtedness (including obligations in respect of capital leases and or financing leases, Synthetic Lease Obligations) hereafter incurred to finance Obligations and purchase money obligations for fixed or capital assets within the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates limitations set forth in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g7.01(d); (g) other unsecured Indebtedness in an aggregate principal amount not of the Borrower incurred pursuant to exceed $10,000,000 at any one that certain Second Amended and Restated Credit Agreement dated as of September 10, 2018 by and among the Borrower, Bank of America, N.A., as administrative agent, and the lenders from time outstandingto time party thereto; and (h) Guarantees with respect to Other secured or unsecured Indebtedness not otherwise permitted under by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness does not exceed 10% of Consolidated Total Assets.