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 of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, 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 date hereof under the Bonds or otherwise listed on Schedule 7.03 and any refinancings, 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) in the case of the Borrower and its Subsidiaries existing on Bonds or any other such Indebtedness of the Closing Date and described on Schedule 8.03 to Company, no Subsidiary of the Disclosure Letter and Permitted Refinancings thereofCompany shall become liable in respect of such Indebtedness; (c) intercompany (i) Indebtedness permitted under Section 8.02 (other than by reference Guarantees) (A) of the Company to this Section 8.03 any of its wholly-owned Subsidiaries, (B) of any wholly-owned Subsidiary of the Company to the Company or any subother such Subsidiary, and (C) of any non-clause hereof))wholly-owned Subsidiary of the Company to the Company or any wholly-owned Subsidiary; and (ii) Guarantees (A) of the Company in respect of Indebtedness otherwise permitted hereunder of any wholly-owned Subsidiary of the Company, and (B) of any Subsidiary of the Company in respect of Indebtedness otherwise permitted hereunder of the Company or any wholly-owned Subsidiary of the Company; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary Company existing or arising under any Swap Contract, provided, that, ; 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Personthe Company or any of its Subsidiaries, or changes in the 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-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 capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or Synthetic Leases) hereafter incurred by capital assets within the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereoflimitations set forth in Section 7.01(k); provided, thathowever, (w) no Default or Event that the aggregate amount of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (x) all such Indebtedness when incurred outstanding on any date, together with the then outstanding amount of all other secured Indebtedness of the Company and its Subsidiaries and all unsecured Indebtedness of Subsidiaries of the Company shall not exceed the purchase price of the asset(s) financed, (y) no Permitted Priority Amount on 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, that, (x) 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 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 $1,000,000 at any one time outstandingdate; (f) other secured Indebtedness of the Company and its Subsidiaries; provided that (i) at the time of the incurrence of such Indebtedness no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence giving Pro Forma Effect to such Indebtedness, and (ii) the Indebtedness incurred pursuant to this Section 7.03(f) on any date, together with, without duplication, all then outstanding (A) other secured Indebtedness of the Company and its Subsidiaries incurred pursuant to this Section 7.03(f), (B) secured Indebtedness of the Company and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Company permitted pursuant to Section 7.03(b), (C) unsecured Indebtedness of Subsidiaries of the Company permitted pursuant to Section 7.03(g), (D) Indebtedness of the Company and its Subsidiaries permitted pursuant to Section 7.03(e) and (E) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), in respect of obligations relating to corporate credit cardsaggregate, purchase cards or bank card products, does not to exceed $1,000,000 in the aggregate at any one time outstandingPermitted Priority Amount on such date; (g) Guarantees permitted by Section 8.02 unsecured Indebtedness of the Company and its Subsidiaries (other than Loans or other extensions of credit under this Agreement to any Designated Borrower); provided that (i) at the time of the incurrence of such Indebtedness no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence after giving Pro Forma Effect to such Indebtedness and (ii) in the case of the incurrence of any such Indebtedness by reference a Subsidiary of the Company on any date, such Indebtedness, together with, without duplication, all then outstanding (A) other Indebtedness of Subsidiaries of the Company incurred pursuant to this Section 8.03 7.03(g), (or any sub-clause hereofB) secured Indebtedness of the Company and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Company permitted pursuant to Section 7.03(b), (C) secured Indebtedness of the Company and its Subsidiaries permitted pursuant to Section 7.03(f);, (D) Indebtedness of the Company and its Subsidiaries permitted pursuant to Section 7.03(e) and (E) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), in aggregate, does not exceed the Permitted Priority Amount on such date; and (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 the Company 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 its Subsidiaries incurred 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 as an account party in respect of workers’ compensation claims, payment obligations (i) letters of credit in connection with health, disability an aggregate face amount not to exceed $5,000,000 or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations; (kii) 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 creditany surety bonds, banker’s acceptances performance bonds, customs bonds, statutory, appeal or similar instruments posted in the ordinary course bonds, completion guarantees or other obligations of business in connection with the manufacturing of any Product or in connection with the supply chain related to any Product, a like nature in an aggregate 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding5,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof (after giving effect to the Acquisition of the Borrower Acquired Business) and its Subsidiaries existing on the Closing Date and described listed on Schedule 8.03 8.01 and any refinancings, refundings, renewals or extensions thereof; provided that the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the Disclosure Letter a reasonable premium or other reasonable amount paid, and Permitted Refinancings thereoffees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (Guarantees of the Company or any subSubsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any wholly-clause hereof))owned Subsidiary; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations of the Company or any Subsidiary incurred after the Closing Date in respect of Capital capital leases, Synthetic Leases and purchase money obligations for fixed or Synthetic Leasescapital assets within the limitations set forth in Section 8.02(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $35,000,000; (f) hereafter unsecured Indebtedness in an aggregate principal amount not to exceed $750,000,000 that is incurred by under the Borrower Multi-Year Credit Agreement and any refinancings, refundings, renewals or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (w) no Default or Event provided that the aggregate principal amount of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (x) such Indebtedness when incurred shall is 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 increased at the time of such refinancing (other than refinancing, refunding, renewal or extension except by an amount equal to unpaid interest and a reasonable premium thereonor other reasonable amount paid, and any underwriting discounts, fees, commissions fees 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 togetherreasonably incurred, 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, that, (x) 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 no Liens are granted in contemplation of such Permitted Acquisition or other Investment and (z) the 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingconnection therewith; (g) Guarantees permitted intercompany Indebtedness among the Company and its Subsidiaries, provided that if such Indebtedness is owing from a Subsidiary that is not a Loan Party to a Loan Party, the extension of credit by the Loan Party to such non-Loan Party is not prohibited by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.03; (h) Indebtedness in respect of any agreement providing for treasury, depositary, or cash management services, including Securitization Transactions; provided that the aggregate Attributable Principal Amount in connection with such Securitization Transactions shall not at any automated clearing house transfers time be in excess of funds or any similar transactions, securities settlements, assumed settlement, netting services, overdraft protections (i) $100,000,000 with respect to the Loan Parties 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 (30ii) days$100,000,000 with respect to Subsidiaries that are not Loan Parties; (i) advances to the extent constituting Indebtedness, environmental remediation or deposits similar obligations of the Company or any Subsidiary not to exceed $50,000,000 in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneyaggregate; (j) unsecured Indebtedness (other than Indebtedness for borrowed money) issued of the Company or created in any Subsidiary to procure the ordinary course release of business in respect the JV Affiliate Entity Guarantees pursuant to § 8.1.1 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 obligationsthe Purchase Agreement; (k) other unsecured Indebtedness incurred of any Loan Party provided that the Company shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.08 as a result of endorsing negotiable instruments in the ordinary course of business;most recent fiscal quarter end with respect to which the Administrative Agent has received the financial statements pursuant to Section 7.01(a) or (b); and (l) other unsecured 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, Subsidiary that is not a Loan Party 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 10% of Consolidated Net Worth 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist (a) The Borrower does not and shall not hereafter have any Indebtedness, exceptIndebtedness with the exceptions of: (ai) Any Indebtedness under the Loan Documents; (b) Indebtedness on account of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof;Revolving Credit. (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstanding;The Holiday Subordinated Debt. (fiii) Indebtedness in respect Endorsements for collection, deposit or negotiation and warranties of obligations relating to corporate credit cards, purchase cards products or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 incurred in the ordinary course of business. (iv) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or under any Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Borrower shall not exceed the aggregate amount of $5,000,000 at any one time. (v) The Indebtedness (if any) listed on SCHEDULE 5.7, annexed hereto. (vi) Indebtedness consisting of obligations to purchase, redeem, retire or otherwise acquire for value any shares of the Borrower's capital stock from current and former employees, directors and consultants of the Borrower or any of its Affiliates, and any estate or personal representative of such employee, director or consultant, provided, however, that the Borrower shall have no obligation to purchase, redeem, retire or otherwise acquire any such shares to the extent that such purchase, redemption, retirement or other acquisition is not permitted by Section 5.20(b) of this Agreement. (vii) Other unsecured Indebtedness in an aggregate amount not to exceed $3,000,000 outstanding at any one time; provided, that, any that the Borrower shall not be InDefault (A) immediately prior to the incurrence of such Indebtedness is extinguished within thirty or (30B) 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 incurrence of business;such Indebtedness. (lb) Indebtedness constituting Earn Out Obligations The Borrower will not amend, supplement or obligations in respect of working capital adjustment requirements under otherwise modify 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 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 terms of the type described in Section 8.01(f), not to exceed $250,000 in Holiday Subordinated Debt or prepay or repurchase any of the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise Holiday Subordinated Debt except as permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding5.20 hereof.

Indebtedness. CreateThe Borrower shall not, and shall not permit any Subsidiary to, at any time create, incur, assume or suffer to exist or have outstanding any IndebtednessIndebtedness if, except: immediately after giving effect to such Indebtedness and the receipt and application of any proceeds thereof, there would exist an Event of Default or Potential Default hereunder, or any Indebtedness of any domestic Subsidiary (aother than a Special Purpose Subsidiary) other than (i) Indebtedness under set forth on Schedule 3.07 hereof and refinancings and renewals thereof (provided that the Loan Documents; amount of such Indebtedness so refinanced or renewed shall not exceed the lesser of (bx) the amount of such Indebtedness as of the date hereof or (y) the amount of such Indebtedness at the time of refinancing or renewal), (ii) intercompany Indebtedness between or among the Borrower and its Subsidiaries, (iii) Indebtedness of domestic Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (dSpecial Purpose Subsidiaries) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising not otherwise permitted under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) clauses (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 above which in the aggregate at any one time outstanding; does not exceed $20,000,000 and (giv) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect the Guaranty hereunder, the "Guaranty" under the Other Credit Agreement and the Guarantee 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 Borrower's 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 securities issued 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 Indenture. Notwithstanding 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 amount (i.e.foregoing, the aggregate stated amount of such letters of creditBorrower may create, banker’s acceptances incur, assume or suffer to exist obligations with regard to $95,000,000 1999C Bonds and similar instruments) not to exceed $10,000,000 at any one time outstanding; (n) Indebtedness of 18,000,000 1999D Bonds under the type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingExit Funding Agreement.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date date hereof and described any refinancings, 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 amortization, maturity date, collateral (if any) and subordination (if any) 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 (iii) any Indebtedness that is in excess of (x) $5,000,000 individually, or (y) $20,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that are not set forth on Schedule 8.03 7.03)) shall only be permitted in reliance on this clause (b) to the Disclosure Letter and Permitted Refinancings thereofextent that such Lien is listed on Schedule 7.03; (c) intercompany Indebtedness permitted under Section 8.02 (of any Borrower to any other than by reference to this Section 8.03 (Borrower or any subWholly-clause hereof))Owned Subsidiary and Indebtedness of any Wholly-Owned Subsidiary to any Borrower or other Wholly-Owned Subsidiary; (d) Guarantees of any Borrower or any Subsidiary thereof in respect of Indebtedness otherwise permitted hereunder of a Borrower or any Wholly-Owned Subsidiary; (e) obligations (contingent or otherwise) of the any Borrower or any Subsidiary thereof existing or arising under any Swap ContractContract (together with any Guarantees thereof), provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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 such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to finance make payments on outstanding transactions to the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) 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 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 $1,000,000 at any one time outstandingdefaulting party; (f) Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations relating to corporate credit cardsfor fixed or capital assets within the limitations set forth in Section 7.01(h); provided, purchase cards or bank card productshowever, not to exceed $1,000,000 in that the aggregate amount of all such Indebtedness at any one time outstandingoutstanding shall not exceed $150,000,000, plus such additional amounts as are hereafter required in accordance with changes imposed by GAAP to be reflected as a Capital Lease Obligation; (g) Guarantees permitted by Section 8.02 (Indebtedness of Foreign Subsidiaries other than by reference to this Section 8.03 (or any sub-clause hereof))a Loan Party and incurred for working capital purposes; (h) Indebtedness of a Borrower or any Subsidiary thereof incurred in respect of bank guarantees, letters of credit or similar instruments to support local regulatory, solvency, consumer requirements and tax disputes not to exceed $150,000,000 in the aggregate at any agreement providing for treasury, depositary, or cash management services, including time outstanding; (i) Cash Management Obligations and other Indebtedness in connection with any automated clearing house transfers respect of funds or any similar transactions, securities settlements, assumed settlement, netting services, cash pooling arrangements, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements, in each case arrangements in the ordinary course of business, and any Guarantees thereof; 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) other Indebtedness so long as both before and immediately after giving pro forma effect to the incurrence of such Indebtedness (other than Indebtedness for borrowed moneyi) issued or created no Default shall then exist and (ii) the Loan Parties shall be in the ordinary course of business in respect of workers’ compensation claims, payment obligations in connection compliance with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations; (k) Indebtedness incurred Section 7.11 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 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 most recent fiscal quarter for which financial statements have been delivered pursuant to Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding6.01 hereof.

Indebtedness. CreateAs to the Subsidiaries only, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under of the Loan DocumentsSubsidiaries existing as of the Closing Date as referenced in the financial statements referred to in Section 5.05 and 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; (b) Indebtedness of the Borrower and its Subsidiaries existing on 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) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and described on Schedule 8.03 to (iii) the Disclosure Letter and Permitted Refinancings thereoftotal amount of all such Indebtedness shall not exceed $100,000,000 at any time outstanding; (c) unsecured intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))among the Borrower and its Subsidiaries; (d) Indebtedness and obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising owing under any Swap Contract, provided, that, Contracts; 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;” (e) (i) purchase money Indebtedness (including and obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance owing under documentary letters of credit for the purchase of fixed assetsgoods or other merchandise (but not under standby, and renewals, refinancings and extensions thereofdirect pay or other letters of credit) generally; (f) Indebtedness of the Subsidiaries incurred in connection with acquisitions (including Indebtedness of Subsidiaries incurred or assumed in connection with joint ventures); provided, that, provided that (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xi) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, for such acquisition (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) or the total of all such Indebtedness incurred in reliance on this clause capital (i) for all such Persons taken together, together with the total of all Indebtedness assumed by the Borrower equity and its Subsidiaries in reliance on clause (iidebt) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding a joint venture) and (ii) purchase money if the aggregate amount of any such Indebtedness (including obligations in respect whether anticipated to be funded at one time or over a series of Capital Leases or Synthetic Leasesfundings) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02exceeds $200,000,000, that was incurred to finance then (A) the purchase Borrower shall give the Administrative Agent prior written notice of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) no such Indebtedness shall be refinanced for a principal amount in excess and (B) prior to the incurrence 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 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 shall have provided to the Administrative Agent such evidence as the Administrative Agent may reasonably request demonstrating pro forma covenant compliance and its Subsidiaries in reliance on clause the maintenance of an investment grade Debt Rating from S&P and Moody’s (i) of this Section 8.03(edefined for purposes hereof as BBB- or better by S&P and Baa3 or better by Moody’s), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (fg) other non-acquisition-related Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, the Subsidiaries which does not to exceed $1,000,000 5% of Total Assets in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (oh) to the extent constituting Indebtedness, obligations of the Subsidiaries related to any arrangement, directly or indirectly, with any Person whereby such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other Indebtedness property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred, so long as the aggregate amount of such obligations does not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate 100,000,000 at any one time outstanding.

Indebtedness. CreateEach of the Parent and the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, exceptother than: (a) Indebtedness under in respect of the Loan DocumentsObligations; (b) Indebtedness of Borrower and the Guarantors under the Pre-Petition Note Agreements in an aggregate principal amount for all such Indebtedness (including any accrued but unpaid interest related thereto) incurred or outstanding under this clause (b) not to exceed the amount outstanding as of the Petition Date; (c) Indebtedness existing as of the Closing Date (other than pursuant to clause (b) of this Section 7.2.2) which is identified in Item 7.2.2(c) of the Disclosure Schedule, with such Disclosure Schedule setting forth the aggregate principal amount for all such Indebtedness (including any accrued but unpaid interest related thereto). (d) unsecured Indebtedness (i) 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 which 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 books of the Borrower or such Subsidiary) and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (e) Indebtedness (i) in respect of industrial revenue bonds or other similar governmental or municipal bonds, (ii) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment 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 business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 90 days of the acquisition of such property or equipment), (iii) in respect of Capitalized Lease Liabilities and (iv) refinancing of Indebtedness referred to in clauses (i) through (iii); provided that the aggregate amount of all Indebtedness outstanding pursuant to this clause (e) shall not at any time exceed $10,000,000; (f) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary and Indebtedness of the Borrower owing to any Subsidiary, which Indebtedness (i) shall, if payable to the Borrower or a Subsidiary Guarantor, and if evidenced by one or more promissory notes, such promissory notes shall be, duly executed and delivered in pledge to the Administrative Agent pursuant to a Loan Document and if payable by the Borrower or any Subsidiary Guarantor, be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; and (ii) if incurred by a Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or a Subsidiary Guarantor, shall not (when aggregated with the amount of Investments made by the Borrower and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors under clause (e)(i) of Section 7.2.5) exceed $5,000,000 in the aggregate; (g) Indebtedness of the Borrower and its Subsidiaries existing on arising from letters of credit issued for the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) account of the Borrower or such Subsidiary (to the extent a Guarantor) in an aggregate stated amount at any Subsidiary existing or arising under any Swap Contract, provided, that, time outstanding (as determined by aggregating the stated amount of all such letters of credit and all reimbursement obligations are with respect thereto) not to exceed $15,000,000; (or wereh) [Reserved]; (i) Hedging Obligations entered into by such Person 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstandingspeculative purposes; (fj) Indebtedness in respect arising from the honoring by a bank or other financial institution of obligations relating to corporate credit cardsa check, purchase cards draft or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 similar instrument drawn against insufficient 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 provided that such Indebtedness is extinguished within thirty (30) daysfive Business Days of its incurrence; (ik) advances (A) obligations in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid or deposits appeal bonds, completion guarantees and payment obligations in connection with self-insurance or similar obligations provided by the Borrower or any Subsidiary in the ordinary course of business from customersand (B) obligations owed to (including in respect of letters of credit for the benefit of) any Person in connection with workers’ compensation, vendors health, disability or partners andother employee benefits or property, casualty or liability insurance provided by such Person to the Borrower or any Subsidiary pursuant to reimbursement or indemnification obligations to such Person, 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 arising from agreements of the Borrower or obligations any Subsidiary of the Borrower providing for indemnification, adjustment of purchase price or similar obligations, in respect each case, incurred or assumed in connection with the disposition of working capital adjustment requirements under the agreements used to consummate any business, assets or a Permitted Acquisition or other Investment permitted under Section 8.02 (Subsidiary, other than guarantees of Indebtedness incurred by reference to this Section 8.03 (any Person acquiring all or any sub-clause hereof));portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; and (m) other Indebtedness with respect of the Borrower and its Subsidiaries (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, extent a Guarantor) in an aggregate amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) at any time outstanding not to exceed $10,000,000 at any one time outstanding; 1,000,000; provided that (nA) no Indebtedness of the type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03(e) or (f)(ii) shall be assumed, not to exceed $1,000,000 created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom and (B) in the aggregate event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at any the time of incurrence and will only be required to include the amount and type of such Indebtedness in one time outstandingof the above clauses.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 subject to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) 7.24, obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilitiesfluctuations in interest rates and (iii) 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 Financing Documents or otherwise permitted thereunder; (c) Indebtedness in respect of Capitalized Leases, commitments, investments, assetsSynthetic Lease Obligations and purchase money obligations, or property held for the deferred purchase price, for fixed or reasonably anticipated by capital assets and services within the limitations set forth in Section 7.01(j); provided, however, that the aggregate amount of all such Person, Indebtedness of at any one time outstanding in respect of Capitalized Leases and Synthetic Lease Obligations shall not exceed $10,000,000; (d) trade or changes other similar Indebtedness incurred in the value ordinary course of securities issued by such Person, and business (but not for purposes of speculation borrowed money) that is (i) not more than ninety (90) days past due or taking a “market view(ii) being contested in good faith and by appropriate proceedings;” (e) (i) purchase money Indebtedness (including obligations Guarantees of any Person in respect of Capital Leases Indebtedness otherwise permitted hereunder of the Borrower or Synthetic Leasesany Subsidiary; (f) hereafter Indebtedness of the Borrower or any Subsidiary thereof in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of 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 Subsidiaries to finance the purchase Subsidiary arising from agreements providing for indemnification, adjustment 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 or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing 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 performance by the Borrower and its Subsidiaries or any such Subsidiary pursuant to such agreements, 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 5,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))aggregate; (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 otherwise in connection with deposit accounts otherwise permitted hereunder; (i) the incurrence of Indebtedness arising from the honoring by a bank or other cash management and financial institution of a check, draft or similar arrangements, in each case instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, that, any so long as such Indebtedness is extinguished covered within thirty five (305) daysBusiness Days; (ij) advances to the extent constituting Indebtedness, obligations under Project Documents. Acquisition Documents or deposits in the ordinary course of business from customers, vendors or partners andTax Equity Documents, in each case, that are not constituting Indebtedness for borrowed money; (jk) Indebtedness to the extent constituting Indebtedness, obligations (other than Indebtedness for borrowed moneycontingent or otherwise) issued existing or created in the ordinary course of business arising under any Power Purchase Agreement or REC Agreement; (l) guarantees 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 obligationsIndebtedness otherwise permitted hereunder; (km) Indebtedness incurred as a result of endorsing negotiable instruments the Borrower or any Subsidiary thereof consisting of the financing of insurance premiums in the ordinary course of business; (ln) Indebtedness constituting Earn Out Obligations of the Borrower or obligations in respect any Subsidiary thereof consisting of working capital adjustment requirements under the agreements used to consummate a Permitted Acquisition or other Investment permitted judgments that do not constitute an Event of Default under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)8.01(g); (mo) 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 outstanding 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, banker’s acceptances appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar instruments posted obligations incurred in the ordinary course of business in connection with any Project; (r) Indebtedness of the manufacturing Borrower existing on the date hereof as set forth on Part I of Schedule 1.01(G) or Indebtedness of any Product Subsidiary of the Borrower existing or set forth in connection with the supply chain related to 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 Product, renewals or extensions thereof; and (s) unsecured Indebtedness of the Borrower 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate 5,000,000 at any one time outstanding.

Indebtedness. Create, None of the Loan Parties or any of their respective Subsidiaries shall incur, assume create, assume, become or suffer be liable in any manner, with respect to, or permit to exist exist, or permit any Subsidiary to incur, create, assume, become or be liable in any manner, with respect to, or permit to exist, any Indebtedness, except: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereofIntercompany Debt; (c) intercompany Indebtedness permitted under Section 8.02 which is Subordinated to the Notes (other than by reference to this Section 8.03 (or any sub-clause hereof)the “Subordinated Debt”); (d) obligations Real Property Financing Debt; (contingent or otherwisee) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person trade debt incurred in the ordinary course of business for business; (f) incurrences of up to $25,000,000 in any given Fiscal Year; provided that the purpose proceeds of directly mitigating risks associated any Indebtedness so incurred under this clause (f) are used solely to fund all or a portion of the purchase price of Permitted Acquisitions and immediately before and after the incurrence of such Indebtedness the Issuers are in compliance with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in all of the value terms and conditions of securities issued by such Personthis Agreement, and not for purposes provided further that any Lien that secures any Indebtedness so incurred under this clause (f) is limited solely to the assets acquired with proceeds of speculation such Indebtedness and that any obligations of GTI under any related guarantee or taking a “market viewother support document are Subordinated to the Obligations hereunder;” (eg) (i) purchase money Indebtedness (including obligations Attributable Debt in respect of Capital Leases or Synthetic LeasesSale and Leaseback Transactions, provided, that (x) hereafter incurred (A) the Issuers would be in pro forma compliance with the financial covenants in Section 6.10 hereof that are then required to be tested upon entry into such Sale and Leaseback Transaction, (B) in the good faith determination of GTI based on assumptions and forecasted results of operations believed by GTI to be reasonable, the Borrower or any Subsidiaries Issuers will be in compliance with the financial covenants in Section 6.10 at such time as they are required to finance be tested throughout the purchase life of fixed assetsthe Loans, and renewals, refinancings and extensions thereof; provided, that, (wC) no Default or Event of Default has shall have occurred and is continuing both immediately prior to be continuing, or would be caused by such Sale and after giving effect thereto, (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financedLeaseback Transaction, (y) no such Indebtedness GTI shall be refinanced for have delivered to the Purchasers a principal amount in excess certificate of the principal balance outstanding thereon at chief financial officer of GTI as to the time of such refinancing matters set forth in clause (other than by an amount equal x), including calculations demonstrating pro forma compliance with the financial covenants in Section 6.10 that are then required to unpaid interest and premium thereonbe tested, and any underwriting discounts, fees, commissions and expenses associated with such refinancing) and (z) if any obligor in respect of such Attributable Debt (e.g., tenant or guarantor) is not already a Loan Party hereunder, such obligor shall have executed and delivered an Additional Guaranty Agreement in favor of each of the total of all such Indebtedness incurred in reliance on this clause (i) for all such Persons taken togetherPurchasers, together with such organizational documents, resolutions, certificates and legal opinions as the total of all Indebtedness assumed by the Borrower and its Subsidiaries in reliance on clause (ii) of this Section 8.03(e), Purchasers 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 reasonably require 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))therewith; (h) Indebtedness in respect of any agreement providing for treasuryobligations under performance, depositarybid, 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 appeal and other cash management and similar arrangementssurety bonds, in each case in the ordinary course of business; provided, that, any such Indebtedness is extinguished within thirty (30) days;and (i) advances or deposits in the ordinary course Indebtedness refinancing any Indebtedness permitted by any subsection of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed money; Section 7.1(a) through (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 hereofh)); (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 amount (i.e., ; provided that the aggregate stated principal amount of such letters refinancing Indebtedness shall not exceed the outstanding principal amount of credit, banker’s acceptances Indebtedness being refinanced plus accrued 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingunpaid interest.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereofset forth in SCHEDULE 8.1; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases Leases) or Synthetic Leases) Leases hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereofassets PROVIDED that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing refinancing; (d) obligations of the Borrower or any of its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) 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 unsecured Indebtedness 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 3,000,000 in the aggregate at any one time outstanding;time; and (gf) Guarantees permitted by Section 8.02 (other 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 the "REPLACEMENT INDEBTEDNESS") that refinances or replaces the Indebtedness for borrowed moneyof ▇▇▇▇▇▇ Realty Services, Inc. set forth on SCHEDULE 8.1 (the "▇▇▇▇▇▇ INDEBTEDNESS") issued or created in and any Guaranty Obligations of 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 Borrower in connection with the manufacturing Replacement Indebtedness; provided, however, (i) the Replacement Indebtedness must be on terms no less favorable to ▇▇▇▇▇▇ Realty Services, Inc. as the terms of the ▇▇▇▇▇▇ Indebtedness, (ii) the principal amount of the Replacement Indebtedness shall not exceed the aggregate principal amount of the ▇▇▇▇▇▇ Indebtedness and (iii) the collateral securing the Replacement Indebtedness shall be the same collateral that secures the ▇▇▇▇▇▇ Indebtedness other than (A) any Product or in connection with such collateral that is released, (B) any additional real property collateral identified on SCHEDULE A to the supply chain related to any Product, Third Amendment and (C) collateral consisting of an interest bearing account in an aggregate amount (i.e., equal to approximately one year's principal and interest payments under 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingReplacement Indebtedness.

Indebtedness. CreateThe Borrower will not, and will not permit or cause any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:without the consent of the Required Lenders, other than (without duplication): (ai) Indebtedness of the Credit Parties in favor of the Administrative Agent and the Lenders incurred under this Agreement and the Loan other Credit Documents; (bii) Indebtedness of the Borrower and its Subsidiaries existing on consisting of seller notes (including Convertible Seller Notes and Contingent Purchase Price Obligations) in connection with (x) Permitted Acquisitions and (y) acquisitions consummated prior to the Closing Date Date, and described including, without duplication, any standby letter of credit obligations of the Borrower and its Subsidiaries in respect of letters of credit issued on Schedule 8.03 behalf of the Borrower and its Subsidiaries to provide support for such seller notes, provided that Borrower shall promptly deliver to the Disclosure Letter and Permitted Refinancings thereofAdministrative Agent an updated schedule of such Indebtedness upon the reasonable request of the Administrative Agent; (ciii) intercompany Indebtedness permitted under Section 8.02 (other than by reference of the Borrower and its Subsidiaries in favor of California First Leasing Corporation with respect to this Section 8.03 (the lease of, or any sub-clause hereof))sale and leaseback with respect to, certain equipment, provided that all such Indebtedness does not exceed $500,000; (div) obligations Indebtedness of the Borrower and its Subsidiaries under Hedge Agreements entered into in connection with this Agreement or in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risks and not for speculative purposes; (contingent v) purchase money Indebtedness of the Borrower and its Subsidiaries incurred solely to finance the acquisition, construction or otherwiseimprovement of any equipment, real property or other fixed assets in the ordinary course of business (or assumed or acquired by the Borrower and its Subsidiaries in connection with a Permitted Acquisition or other transaction permitted under this Agreement), (but excluding Capital Lease Obligations), and any renewals, replacements, refinancings or extensions thereof, provided that all such Indebtedness shall not exceed $2,500,000 in aggregate principal amount outstanding at any one time; (vi) Capital Lease Obligations (including resulting from sale-leaseback transactions and other lease programs with respect to trucks or other equipment of the Borrower and its Subsidiaries) in an amount not to exceed $10,000,000 outstanding at any time; provided that following a Specified Availability Increase, such Indebtedness shall not exceed $20,000,000; (vii) unsecured loans and advances (A) by the Borrower or any Subsidiary to any Subsidiary Guarantor, (B) by any Subsidiary to the Borrower, provided in each case that any such loan or advance is subordinated in right and time of payment to the Obligations and is evidenced by a promissory note, in form and substance reasonably satisfactory to the Administrative Agent and pledged to the Administrative Agent pursuant to the Security Documents; (viii) Indebtedness consisting of Guaranty Obligations of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person of its Subsidiaries incurred in the ordinary course of business for the purpose benefit of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance a Subsidiary Guarantor, provided that the purchase primary obligation being guaranteed is permitted by this Agreement; (ix) Guaranty Obligations of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (w) no Default or Event customers 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) outside 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 its customer financing program, the manufacturing underlying obligations of which do not exceed $2,500,000 outstanding at any Product time; (x) notwithstanding subsection (v) above, purchase money Indebtedness of the Borrower or its subsidiaries incurred in connection with the supply chain related order to any Productcontinue to develop its technology platform, in an aggregate 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 outstanding2,500,000; (nxi) Indebtedness of the type described Borrower and its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in Section 8.01(f)the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence; (xii) Indebtedness existing as of the date hereof to Royal Palm Mortgage Group LLC pursuant to the promissory note executed by ▇▇▇▇▇▇▇ International Inc. dated as of August 9, 2010; (xiii) Indebtedness that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred by the Borrower or any of its Subsidiaries in the ordinary course of business; and (xiv) other general unsecured Indebtedness not to exceed $250,000 500,000 in the aggregate outstanding at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingtime.

Indebtedness. CreateWithout duplication, incurmeans, assume or suffer to exist as of any Indebtednessdate of determination, except: (a) Indebtedness under indebtedness for the Loan Documents; (b) Indebtedness of the Borrower REIT Guarantor and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (subsidiaries, all obligations, contingent or otherwise) of , which should be classified on the Borrower or any Subsidiary existing or arising under any Swap Contract, 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 obligor’s balance sheet as liabilities, commitmentsor to which reference should be made by footnotes thereto, investmentsall in accordance with GAAP, assetsincluding, or property held or reasonably anticipated by such Personin any event, or changes in the value sum of securities issued by such Person(without double-counting), and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assetsall accounts payable on such date, 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 all Indebtedness (including obligations outstanding on such date, in respect of Capital Leases each case whether recourse, Non-Recourse or Synthetic Leases) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02contingent, provided, however, that was incurred to finance the purchase of fixed assetsundrawn availability under this Agreement on such date shall not be included in calculating Indebtedness, and renewals, refinancings and extensions thereof; provided, thatfurther, that (x) no such Indebtedness without double-counting), each of the following shall be refinanced included in Total Indebtedness: (a) all amounts of guarantees, indemnities for a principal amount in excess of borrowed money, stop-loss agreements and 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 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 like provided by the Borrower REIT Guarantor and its Subsidiaries in reliance on clause (i) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 arrangementsSubsidiaries, in each case in connection with and guarantying repayment of amounts outstanding under any other Indebtedness; (b) all amounts for which a letter of credit (including the ordinary course Letters of businessCredit) has been issued for the account of the Borrower, the Guarantors or any of their respective Subsidiaries; provided(c) all amounts of bonds posted by the Borrower, thatthe Guarantors or any of their respective Subsidiaries guaranteeing performance or payment obligations; (d) all lease obligations (including under Capital Leases, but excluding obligations under ground leases), (e) all liabilities of the Borrower, the Guarantors or any of their respective Subsidiaries as partners, members or the like for liabilities (whether such Indebtedness is extinguished within thirty (30liabilities are recourse, non-recourse or contingent obligations of the applicable partnership or other Person) days; (i) advances of partnerships or deposits other Persons in the ordinary course which any of business from customersthem have an equity interest, vendors or partners and, in each case, not constituting Indebtedness which liabilities are for borrowed money; money or any of the matters listed in clauses (ja), (b), (c) Indebtedness or (other than Indebtedness for borrowed moneyd) issued above, and (f) all obligations to purchase, redeem, retire, defease or created in the ordinary course of business otherwise make any payment in respect of workers’ compensation claimsany Equity Interest in such Person or any other Person, payment obligations valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, provided, however, that preferred Equity Interests shall not be included as Indebtedness unless such Equity Interests are required by the terms thereof to be redeemed in whole or in part, or for which mandatory sinking fund payments are due, by a fixed date. Without limitation of the foregoing (without double counting), with respect to any non-Wholly-Owned Subsidiary, (x) to the extent that a Subsidiary or such non-Wholly-Owned Subsidiary is providing a completion guaranty in connection with healtha construction loan entered into by a non-Wholly-Owned Subsidiary, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations; (k) Total 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 shall such Subsidiary’s pro rata liability under the agreements used Indebtedness relating to consummate a Permitted Acquisition such completion guaranty (or, if greater, the Borrower’s, the Guarantors’ or other Investment permitted such Subsidiary’s potential liability under Section 8.02 such completion guaranty) and (other than by reference to this Section 8.03 (or any sub-clause hereof)); (my) 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 liabilities described in connection with the supply chain related clauses (a) and (d) above (other than completion guarantees, which are referred to any Product, in an aggregate amount clause (i.e.x)), the aggregate stated Total Indebtedness shall include the portion of the liabilities of such non-Wholly-Owned Subsidiary which are attributable to the Borrower’s, the Guarantors’ or such Subsidiary’s percentage equity interest in such non-Wholly-Owned Subsidiary or such greater amount of such letters liabilities for which the Borrower, the Guarantors or their respective Subsidiaries are, or have agreed to be, liable by way of creditguaranty, banker’s acceptances and similar instruments) not to exceed $10,000,000 at indemnity for borrowed money, stop-loss agreement or the like, it being agreed that, in any one time outstanding; (n) case, Indebtedness of a non-Wholly-Owned Subsidiary shall not be excluded from Total Indebtedness by virtue of the type described liability of such non-Wholly-Owned Subsidiary being non-recourse. For purposes hereof, the amount of borrowed money shall equal the sum of (1) the amount of borrowed money as determined in Section 8.01(f)accordance with GAAP plus (2) the amount of those contingent liabilities for borrowed money set forth in subsections (a) through (e) above, not to exceed $250,000 in the aggregate at but shall exclude any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingadjustment for so called “straight line interest accounting.

Indebtedness. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, at any time create, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date and described on Schedule 8.03 to the Disclosure Letter extent originally incurred as permitted under the 2020 Term Loan Credit Agreement, together with any paid-in-kind interest in respect thereof, and Permitted Refinancings thereofany Refinancing Indebtedness in respect of such Indebtedness, provided that to the extent any prepayment or repayment is made (whether in full or in part) of the 2020 Term Loan Obligations under the 2020 Term Loan Credit Agreement (other than as a result of the incurrence of Refinancing Indebtedness with respect thereto), the amount of Indebtedness permitted to be incurred under this clause (b) shall be permanently reduced in an amount equal to 100% of the amount of any such prepayment or repayment; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference including Capitalized Lease Obligations and purchase money Indebtedness) to this Section 8.03 (finance all or any sub-clause hereof))part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets in an aggregate principal amount not to exceed the greater of (i) $15,000,000 and (ii) an amount equal to 3.0% of Consolidated Tangible Assets at any time outstanding; provided that such Indebtedness is incurred within 90 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness; (d) obligations Bank Product Obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or other than arising under any Swap Contract, provided, that, such obligations are (or wereHedging Agreements) entered into by such Person 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market viewIndebtedness under Permitted Hedging Agreements;” (e) (i) purchase money Indebtedness (including obligations in respect comprised of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstandingIntercompany Advances; (f) Indebtedness in respect of obligations relating to corporate credit cardsperformance bonds, purchase cards or bank card productsbid bonds, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasuryappeal bonds, 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 surety bonds and other cash management completion guarantees 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 andobligations, 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 provided in the ordinary course of business; (lg) Guarantees of Indebtedness constituting Earn Out of the Loan Parties or their Subsidiaries permitted to be incurred under this Agreement; provided that if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations or obligations on terms at least as favorable to the Lenders as those contained in respect the subordination 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))such Indebtedness; (mh) Acquired Indebtedness in an amount not to exceed $15,000,000 at any one time; (i) endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (j) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted incurred in the ordinary course of business in respect of (i) overdraft facilities, employee credit card programs, purchasing card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements, merchant card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services, treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and interstate depository network services) any other demand deposit or operating account relationships or other cash management services and similar arrangements, and in connection with the manufacturing of any Product or securities and commodities arising in connection with the supply chain related acquisition or disposition of Permitted Investments and not any obligation in connection with margin financing, (ii) up to any Product, in an aggregate 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 3,000,000 in the aggregate at of any one time outstanding; and bankers’ acceptance, bank guarantees or letter of credit facilities (o) other Indebtedness not otherwise permitted by in each case, excluding any letters of credit as in effect on the foregoing clauses of this Section 8.03Fifth Amendment Effective Date listed on Schedule 8.1(r)), not to exceed $1,000,000 in each case, in the aggregate at any one time outstanding.ordinary course of business,

Indebtedness. CreateThe Borrower will not, incurand will not permit any Subsidiary to, assume create, incur or suffer to exist any Indebtedness, exceptexcept for: (a) Indebtedness under the Loan DocumentsLoans; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Restatement Date and described on in Schedule 8.03 to 7.1 (and any renewal or extension of such Indebtedness that does not increase the Disclosure Letter and Permitted Refinancings principal amount thereof); (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, Swaps; provided, that, (i) such obligations are Swap is (or werewas) entered into by such Person 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 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 does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;” (d) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (in each case to the extent such acquisition is otherwise permitted hereby) before the acquisition thereof (only if such Indebtedness is incurred before or within 90 days after such acquisition or the completion of such construction or improvements), and any renewal or extension of such Indebtedness that does not increase the principal amount thereof; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any Subsidiaries other Subsidiary, subject 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(e7.4(f), 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) guaranties by the Borrower of Indebtedness in respect of obligations relating any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, subject to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingSection 7.4(f); (g) Guarantees Indebtedness of any Person that becomes a Subsidiary after the Restatement Date in a transaction otherwise permitted by Section 8.02 hereunder, only if (other than by reference to this Section 8.03 i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (or ii) the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any sub-clause hereof))time outstanding; (h) Indebtedness in respect of any agreement arising from agreements providing for treasuryindemnification, depositaryadjustment of purchase price or similar obligations, or cash management servicesfrom guaranties or letters of credit, including surety bonds or performance bonds securing the performance by a Loan Party pursuant to such agreements, in connection with any automated clearing house transfers of funds the transactions expressly permitted under Section 7.4 or any similar transactions, securities settlements, assumed settlement, netting services, overdraft protections and other cash management and similar arrangements7.5, 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 on customary terms and statutory obligations; (k) Indebtedness incurred as a result of endorsing negotiable instruments in the ordinary course of business; (li) Indebtedness constituting Earn Out Obligations or obligations in respect of working capital adjustment requirements under arising from the agreements used to consummate honoring by a Permitted Acquisition bank 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 financial institution of credita check, banker’s acceptances draft or similar instruments posted instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business in connection with the manufacturing of any Product or in connection with the supply chain related to any Productbusiness, in an aggregate amount (i.e., the aggregate stated amount of provided that such letters of credit, banker’s acceptances and similar instruments) not to exceed $10,000,000 at any one time outstandingIndebtedness must be extinguished within five Business Days after incurrence; (nj) Indebtedness constituting marketable Securities sold under agreements to repurchase entered into in the ordinary course of business; (k) Indebtedness constituting (i) liabilities to customers for cash on deposit, (ii) liabilities to brokers, dealers and clearing organizations relating to the type described settlement of securities transactions and (iii) monies due to counterparties under interest rate swap transactions, in Section 8.01(feach case under clauses (i) through (iii), not arising, or pursuant to exceed $250,000 transactions entered into, in the aggregate at any one time outstandingordinary course of business; and (ol) other Indebtedness not otherwise permitted by so long as, before and after giving effect to the foregoing clauses creation or incurrence of this such Indebtedness, the Borrower shall be in compliance with each of the financial covenants set forth in Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding7.11.

Indebtedness. CreateCollectively, incurwithout duplication, assume whether classified as indebtedness, an investment or suffer to exist any Indebtednessotherwise on the obligor’s balance sheet, except: (a) Indebtedness under the Loan Documents; all indebtedness for borrowed money, (b) Indebtedness all obligations for the deferred purchase price of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 property or services (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person trade payables incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assetswhich either (i) are not overdue by more than ninety (90) days, or (ii) are being disputed in good faith and for which adequate reserves have been established in accordance with GAAP), (c) all obligations evidenced by notes, bonds, debentures or other similar debt instruments, (d) all obligations created or arising under any conditional sale or other title retention agreement with respect to property held acquired (even though the rights and remedies of the seller or reasonably anticipated by lender under such Person, or changes agreement in the value event of securities issued by default are limited to repossession or sale of such Personproperty), and not for purposes of speculation or taking a “market view;” (e) all obligations, liabilities and indebtedness under Capitalized Leases, (if) purchase money all obligations, liabilities or indebtedness arising from the making of a drawing under surety, performance bonds, or any other bonding arrangement, (g) Guaranties with respect to all Indebtedness of others referred to in clauses (including obligations a) through (f) above, and (h) all Indebtedness of others referred to in respect clauses (a) through (f) above secured or supported by (or for which the holder of Capital Leases such Indebtedness has an existing right, contingent or Synthetic Leasesotherwise, to be secured or supported by) hereafter incurred by any Lien on the property or assets of the Borrower or any Subsidiaries to finance Subsidiary, even though the purchase owner of fixed assetsthe property has not assumed or become liable, and renewalscontractually or otherwise, refinancings and extensions thereoffor the payment of such Indebtedness; provided, that, (w) no Default or Event of Default has occurred provided that if a Permitted Receivables Transaction is outstanding and is continuing both immediately prior to and after giving effect theretoaccounted for as a sale of accounts receivable under generally accepted accounting principles, (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (y) no such Indebtedness shall be refinanced for also include the additional Indebtedness, determined on 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 thereonconsolidated basis, 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, that, (x) 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 which would have been incurred in contemplation of outstanding had such Permitted Acquisition or other Investment and (z) the total of all such Indebtedness assumed in reliance on this clause (ii) Receivables Transaction been accounted 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingborrowing.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness in respect of the Obligations, including arising under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date and described Date; provided that in the case of Indebtedness in excess of $5,000,000 (individually) shall be set forth on Schedule 8.03 7.01; provided, further, 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 the Disclosure Letter a reasonable premium or other reasonable amount paid, and Permitted Refinancings thereoffees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (guarantees of the Company or any sub-clause hereof))Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any other Subsidiary; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (iA) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic LeasesObligations) hereafter incurred by of the Borrower Company or any of the Subsidiaries to finance financing the purchase acquisition, construction, repair, replacement or improvement of fixed assets, or capital assets and renewals, refinancings and extensions thereof; provided, that, (wB) 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 any refinancing of the asset(s) financed, (y) no such Indebtedness shall be refinanced for a foregoing the aggregate principal amount in excess of the principal balance Indebtedness that is 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 subclause (ie) 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, that, (x) no such Indebtedness shall be refinanced for a principal amount in excess 10% of the principal balance outstanding thereon at Company’s Consolidated Net Worth, determined as of the time end 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 the most recently completed fiscal quarter of such Permitted Acquisition or other Investment and (z) the 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 $1,000,000 at any one time outstandingCompany; (f) Indebtedness obligations of the Company or any Subsidiary for Taxes that are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 the applicable Person in the aggregate at any one time outstandingaccordance with GAAP; (g) Guarantees Indebtedness in respect of Investments permitted by Section 8.02 (other than by reference 7.02(c) and Indebtedness in the form of deferred purchase price, earn out or similar obligations to this sellers in respect of Acceptable Acquisitions permitted under Section 8.03 (or any sub-clause hereof)7.02(l); (h) Indebtedness arising from the endorsement of instruments for collection or deposit in respect the ordinary course of any agreement providing for treasury, depositary, or cash management services, including business; (i) Subordinated Indebtedness incurred in connection with any automated clearing house transfers Acceptable Acquisition; provided that immediately before and immediately after giving effect to the incurrence of funds such Indebtedness, no Event of Default shall have occurred and be continuing; (j) other Indebtedness, the aggregate outstanding principal amount of which incurred under this clause (j) shall, at the time of (and after giving effect to) any incurrence thereof not exceed the greater of $130,000,000 and 50.0% of Consolidated TTM EBITDA; (k) Indebtedness arising under Qualified Securitization Facility; (l) unsecured Indebtedness; provided that both immediately before and immediately after giving effect to the incurrence of such Indebtedness, (i) the Company is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis calculated as of the most recent measurement period for which financial statements have been provided pursuant to Section 6.01 and (ii) no Event of Default shall have occurred and be continuing; (m) (A) (1) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into the Company or a Subsidiary) after the effective date as a result of an Acceptable Acquisition or other Investment (and any guarantee of such Indebtedness by a Subsidiary of such Person), (2) Indebtedness of any Person that is assumed by the Company or any Subsidiary in connection with an acquisition of assets by the Company or such Subsidiary in an Acceptable Acquisition or other Investment and (3) any guarantee of Indebtedness described in the foregoing clauses (1) and (2) by any Person that so becomes a Subsidiary, that is the survivor of a merger or consolidation with such Person or that is a Subsidiary of such Person; provided that such Indebtedness (or guarantee thereof) is not incurred in contemplation of such Acceptable Acquisition or other Investment, in each case subject to pro forma compliance with the covenants in Section 7.10 and (B) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to the foregoing subclause (A); (n) Indebtedness representing deferred compensation to employees and other service providers of the Company and the Subsidiaries incurred in the ordinary course of business; (o) Indebtedness consisting of obligations under deferred compensation or other similar transactions, securities settlements, assumed settlement, arrangements incurred in connection with or any Acceptable Acquisition or other Investment permitted hereunder; (p) Cash Management Agreements and other Indebtedness in respect of netting services, overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, (including Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Company and its Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash management balances of the Company and similar its Subsidiaries); (q) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; provided, that, any such Indebtedness is extinguished within thirty (30) days; (ir) advances obligations in respect of performance, bid, appeal and surety bonds and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided by the Company or deposits any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case 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 consistent 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 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 outstandingpast practice; and (os) Indebtedness supported by a letter of credit issued pursuant to this Agreement or any other Indebtedness not otherwise letter of credit, bank guarantee or similar instrument permitted by the foregoing clauses of this Section 8.037.03, in a principal amount not to exceed $1,000,000 in the aggregate at any one time outstandingface amount of such letter of credit, bank guarantee or such other instrument.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, exceptother than: (a) Indebtedness under in respect of the Loan DocumentsObligations; (b) Indebtedness in respect of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereofHedging Obligations; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))existing as of the Closing Date which is identified in Item 8.2 of the Disclosure Schedule; (d) obligations (contingent or otherwise) of unsecured Indebtedness not owing to the Borrower or any a Restricted Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or werei) entered into by such Person incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which 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 liabilitiesthe Borrower or such Restricted Subsidiary) and (ii) in respect of performance, commitments, investments, assets, surety or property held or reasonably anticipated by such Person, or changes appeal bonds provided in the value ordinary course of securities issued by such Personbusiness, and not for purposes but excluding (in each case), Indebtedness incurred through the borrowing of speculation money or taking a “market viewContingent Liabilities in respect thereof;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases any Guarantor or Synthetic Leases) hereafter incurred by wholly owned Restricted Subsidiary owing to the Borrower or any Subsidiaries to finance the purchase of fixed assetsanother Restricted Subsidiary; provided that in each case, 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 evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent, duly executed and delivered in pledge to the Administrative Agent pursuant to a Loan Document, and shall not be forgiven or otherwise discharged for a principal any consideration other than payment in full or in part in cash (provided that only the amount repaid in excess full or in part shall be discharged and provided, further any such amounts owed by any member of the principal balance outstanding thereon at the time Cayenta Group or Sakon may be converted to or exchanged for equity 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(ePerson), 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) unsecured Indebtedness in respect (not evidenced by a note or other instrument) of obligations relating the Borrower owing to corporate credit cards, purchase cards or bank card products, not a Restricted Subsidiary that has previously executed and delivered to exceed $1,000,000 in the aggregate at any one time outstandingAdministrative Agent the Interco Subordination Agreement; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))Indebtedness incurred after the Closing Date of the Borrower and the Restricted Subsidiaries in respect of purchase money Indebtedness and Capitalized Lease Liabilities which does not exceed $50,000,000 in the aggregate; (h) Indebtedness of the Borrower to Titan Capital Trust consisting of the Debentures in respect an aggregate principal amount not to exceed $257,732,000 plus the amount of any agreement providing for treasury, depositary, or cash management services, including accrued interest which is added to principal in connection accordance with any automated clearing house transfers of funds or any similar transactions, securities settlements, assumed settlement, netting services, overdraft protections the HIGH TIDES Documents 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) daysSub Debt Documents; (i) advances or deposits Subordinated Debt described in clause (ii) of the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneydefinition thereof; (j) Indebtedness of a newly-acquired Subsidiary of the Borrower, which entity (other than or the assets thereof) was acquired after the Closing Date as a Permitted Acquisition and which Indebtedness for borrowed money) issued was in existence at the time of acquisition by the Borrower of such entity (or created the assets thereof), and not incurred in contemplation of such acquisition, not to exceed $20,000,000 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 obligationsaggregate outstanding; (k) unsecured Indebtedness incurred as a result of endorsing negotiable instruments Sakon owing to the Borrower or any Restricted Subsidiary in the ordinary course of business;an aggregate amount not to exceed $15,000,000 outstanding at any time; and (l) other unsecured Indebtedness constituting Earn Out Obligations or obligations in respect incurred after the Closing Date 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 Borrower and the ordinary course of business in connection with the manufacturing of any Product or in connection with the supply chain related to any Product, Restricted Subsidiaries in an aggregate amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) at any time outstanding 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding50,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Restatement Effective Date and described listed on Schedule 8.03 7.03, and in each case, 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, OID, and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the Disclosure Letter and Permitted Refinancings thereofdirect or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) intercompany Indebtedness permitted under Section 8.02 Guarantees of (i) the Guarantors (other than by reference the License Subsidiaries) in respect of Indebtedness otherwise permitted hereunder subordinated to this Section 8.03 the Obligations on terms acceptable to the Administrative Agent and (ii) the Borrower or any sub-clause hereof)Guarantor (other than a License Subsidiary) in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor (other than Preferred Stock and Disqualified Stock); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary (other than License Subsidiaries) existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, interest rate spreads, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”;” (e) so long as there exists no Event of Default or payment Default under Section 8.01(a) prior to and/or after giving effect to each such incurrence the Borrower and the Restricted Subsidiaries (iother than License Subsidiaries) purchase money may incur Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assetscapital leases and similar obligations, and renewals, refinancings and extensions thereof; provided, that, purchase money obligations for fixed or capital assets in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (wf) [reserved]; (g) so long as there exists no Default or Event of Default has occurred and is continuing both immediately prior to and and/or after giving effect theretoto each such incurrence, the Borrower may incur additional unsecured Indebtedness provided that (i) the Total Net Leverage Ratio is less than or equal to 3.00 to 1:00 (with the Total Net Leverage Ratio for such purpose being calculated on a Pro Forma Basis (x) after giving effect to the incurrence of such Indebtedness when incurred shall not exceed and (y) excluding the purchase price proceeds of such Indebtedness in the asset(s) financeddetermination of unrestricted cash and Cash Equivalents), (yii) no such Indebtedness has a maturity earlier than six months after the latest Maturity Date, (iii) no such Indebtedness has any scheduled principal payments, prepayments, redemptions, retirements, acquisition of principal, cancellations, repurchases, sinking funds or other principal payments prior to the latest Maturity Date, (iv) such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor and (v) after giving effect to the incurrence of such Indebtedness, the maximum Aggregate Non-Loan Party Indebtedness shall not exceed $50,000,000; (h) Indebtedness incurred in the ordinary course of business and arising from performance, statutory or appeal bonds, together with bank guarantees, letters of credit or similar instruments to support regulatory, solvency and tax disputes; (i) so long as there exists no Default or Event of Default prior to and/or after giving effect to each such incurrence, the Borrower, and the Restricted Subsidiaries (other than License Subsidiaries) may incur unlimited additional Indebtedness secured on a pari passu basis with the Obligations from time to time provided that, (A) the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1:00 (with the First Lien Net Leverage Ratio for such purpose being calculated on a Pro Forma Basis (x) after giving effect to the incurrence of such Indebtedness and (y) excluding the proceeds of such Indebtedness in the determination of unrestricted cash and Cash Equivalents), (B) no such Indebtedness has a maturity earlier than the latest Maturity Date, (C) the weighted average life to maturity of any such Indebtedness shall not be shorter than the weighted average life to maturity of the Term Loans, (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, (E) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor, (F) after giving effect to the incurrence of such Indebtedness, the maximum Aggregate Non-Loan Party Indebtedness shall not exceed $50,000,000, (G) if such Indebtedness is being incurred by a Restricted Subsidiary, the Borrower shall have delivered to the Administrative Agent evidence in form reasonably satisfactory to the Administrative Agent of reasonably detailed calculations demonstrating compliance with clause (A) and (H) such Indebtedness shall be refinanced subject to an Intercreditor Agreement; (j) so long as there exists no Default or Event of Default prior to and/or after giving effect to each such incurrence, the Borrower and the Restricted Subsidiaries (other than License Subsidiaries) may incur unlimited additional Indebtedness secured on a junior basis to the Obligations from time to time provided that (A) the Total Net Leverage Ratio is less than or equal to 3.00 to 1:00 (with the Total Net Leverage Ratio for such purpose being calculated on a principal amount Pro Forma Basis (x) after giving effect to the incurrence of such Indebtedness and (y) excluding the proceeds of such Indebtedness in excess the determination of unrestricted cash and Cash Equivalents), (B) no such Indebtedness has a maturity earlier than the latest Maturity Date, (C) the weighted average life to maturity of any such Indebtedness shall not be shorter than the weighted average life to maturity of the principal balance outstanding thereon Term Loans, (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, (E) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor, (F) after giving effect to the incurrence of such Indebtedness, the maximum Aggregate Non‑Loan Party Indebtedness shall not exceed $50,000,000, (G) if such Indebtedness is being incurred by a Restricted Subsidiary, the Borrower shall have delivered to the Administrative Agent evidence in form reasonably satisfactory to the Administrative Agent of reasonably detailed calculations demonstrating compliance with clause (A) and (H) such Indebtedness shall be subject to an Intercreditor Agreement; (k) Indebtedness acquired in a Permitted Acquisition to the extent existing 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 thereofAcquisition; provided, that, that (x) 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), (yi) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment and (z) the 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 such Indebtedness shall not exceed $1,000,000 35,000,000 at any one time outstanding; (fl) so long as there exists no Default or Event of Default prior to and/or after giving effect to each such incurrence, the Borrower and the Restricted Subsidiaries (other than the License Subsidiaries) may incur other Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, an aggregate principal amount not to exceed $1,000,000 25,000,000 at any time outstanding; provided that after giving effect to the incurrence of such Indebtedness, the maximum Aggregate Non-Loan Party Indebtedness shall not exceed $50,000,000; (m) so long as there exists no Default or Event of Default prior to and/or after giving effect to each such incurrence, the Borrower may incur (and the Guarantors may guarantee) from time to time, additional Indebtedness consisting of notes and/or loans secured on a pari passu basis with, or on a junior basis to, the Obligations, in each case, on terms and conditions that are customary as of the date of incurrence thereof (the “Incremental Equivalent Debt”); provided that, (A) the aggregate principal amount of all Incremental Equivalent Debt (together with all Incremental Facilities, Incremental Term Commitments and Incremental Revolving Commitments) shall not exceed the Permitted Incremental Amount (x) after giving effect to the incurrence of such Incremental Equivalent Debt and (y) excluding the proceeds of such Indebtedness in the determination of unrestricted cash and Cash Equivalents, (B) no such Indebtedness has a maturity earlier than the latest Maturity Date, (C) the weighted average life to maturity of any such Incremental Equivalent Debt shall not be shorter than the weighted average life to maturity of the Term Loans, (D) such Incremental Equivalent Debt 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, (E) all collateral provided by Loan Parties securing such Incremental Equivalent Debt shall constitute Collateral and, to the extent such Incremental Equivalent Debt is incurred by Loan Party, such Incremental Equivalent Debt shall not be Guaranteed at any time by a Person that is not a Guarantor, (F) such Incremental Equivalent Debt will be subject to the “most favored nation” pricing protection set forth in Section 2.18(e) as if such Incremental Equivalent Debt were Incremental Term Loans referred to therein, (G) except as otherwise required or permitted in clauses (B) through (F) above, all terms and documentation with respect to any Incremental Equivalent Debt shall be no more restrictive than the terms applicable to any Term Loans, as applicable unless such terms are (1) applicable after the Maturity Date of the then existing Term Loans, or (2) offered to the existing Lenders for inclusion in the Loan Documents (but excluding any terms applicable after the final maturity date of the then existing Term Loans) and (H) to the extent secured, such Incremental Equivalent Debt shall be subject to an Intercreditor Agreement; (n) Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Permitted Unsecured Refinancing Debt, in each case, incurred by the Borrower (and any guarantees thereof by the Guarantors) to the extent that 100% of the cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans being so refinanced in accordance with Section 2.20 on a dollar-for-dollar basis (including all accrued interest, fees and premiums (if any)); provided that (A) if any Term Loans remain outstanding after giving effect to the prepayment required under this clause, the aggregate principal amount of such outstanding Term Loans shall not be less than $100,000,000, (B) before and after giving effect to the incurrence of any Credit Agreement Refinancing Indebtedness in the form of Loans, each of the conditions set forth in Section 4.02 shall be satisfied, (C) Borrower shall deliver to the Administrative Agent at least ten Business Days prior to the incurrence of such Credit Agreement Refinancing Indebtedness a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with clauses (A) and (B) of this clause (provided that such certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless the Administrative Agent provides notice to Borrower of its objection during such ten Business Day period) and (D) if such Credit Agreement Refinancing Indebtedness is incurred under this Agreement or pursuant to any amendment, supplement or other modification hereof, (i) it shall be incurred pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower and (ii) Borrower shall deliver to the Administrative Agent on or prior to the date of the incurrence of such Credit Agreement Refinancing Indebtedness any customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements reasonably requested by the Administrative Agent; (o) intercompany Indebtedness permitted pursuant to Section 7.02, provided, that, if the obligor thereof is the Borrower or another Loan Party, such Indebtedness shall be unsecured; (p) Indebtedness of Foreign Subsidiaries not exceeding in the aggregate at any one time outstanding; outstanding $35,000,000 (g) Guarantees permitted by Section 8.02 (other than by reference exclusive of Indebtedness owed to this Section 8.03 (the Borrower or any sub-clause hereof)another Loan Party); (hq) Indebtedness owing to and held by the Borrower or any other Loan Party; provided, however, that: (i) if the Borrower or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated in respect right of payment to the prior payment in full in cash of the Obligations; and (ii) any agreement event that results in any such Indebtedness being held by a Person other than the Borrower or a Loan Party (except for any pledge of such Indebtedness constituting a Lien permitted under Section 7.01 until the pledgee commences actions to foreclose on such Indebtedness) will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Loan Party, as the case may be, that was not permitted by this clause (q); (r) Indebtedness arising from agreements providing for treasuryindemnification, depositaryadjustment of purchase price or similar obligations, or cash management servicesguarantees or letters of credit, including surety bonds or performance bonds securing any obligations of the Borrower or any other Loan Party pursuant to such agreements, in any case incurred in connection with the disposition of any automated clearing house transfers business, assets or Stock of funds a Loan Party (other than guarantees of Indebtedness incurred by any Person acquiring all or any similar transactionsportion of such business, securities settlementsassets or Stock of a Loan Party for the purpose of financing such acquisition), assumed settlement, netting services, overdraft protections and so long as the amount does not exceed the gross proceeds actually received by the Borrower or any other cash management and similar arrangements, Loan Party in each case in the ordinary course of business; provided, that, any connection with such Indebtedness is extinguished within thirty (30) daysdisposition; (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 incurred in the ordinary course of business in respect of workers’ compensation claimsnetting services, payment obligations overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with health, disability cash management and deposit accounts and (ii) Indebtedness arising from the honoring by a bank or other types financial institution of social security benefitsa check, unemployment draft or other insurance obligations, reclamation and statutory obligations; (k) Indebtedness incurred as a result of endorsing negotiable instruments similar instrument drawn against insufficient funds in the ordinary course of business;, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence; and (lt) Indebtedness constituting Earn Out Obligations or reimbursement 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 credit issued in the ordinary course of business business, including letters of credit in connection respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; provided that, upon the manufacturing of any Product or in connection with the supply chain related to any Product, in an aggregate amount (i.e., the aggregate stated amount drawing of such letters of creditcredit or the incurrence of such Indebtedness, 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingsuch obligations are reimbursed within 30 days following such drawing or incurrence.

Indebtedness. CreateCHAR1\1054915v3 The Sponsor will not create, incur, assume or suffer to exist exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Indebtedness, except: (a) Indebtedness under the Loan Operative Documents; (b) Indebtedness of the Borrower Sponsor and the Guarantors under the Revolving Facility; (c) Indebtedness of the Sponsor and the Guarantors under the Senior Note Purchase Agreement in an aggregate principal amount not to exceed $150,000,000; (d) Indebtedness of the Sponsor and its Subsidiaries existing on the Closing Fourth Amendment Effective Date and described on set forth in Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof6.27; (ce) intercompany purchase money Indebtedness permitted under Section 8.02 (other than including Capital Lease Obligations or Synthetic Lease Obligations) incurred by reference to this Section 8.03 (the Sponsor or any sub-clause hereof))of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that (i) the aggregate principal amount of all such Indebtedness at any one time outstanding shall not exceed $20,000,000, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (df) secured Indebtedness of the Credit Parties assumed in connection with a Permitted Acquisition so long as such Indebtedness (i) was not incurred in anticipation of or in connection with the respective Permitted Acquisition and (ii) does not exceed $50,000,000 in the aggregate at any time outstanding; (g) obligations (contingent or otherwise) of the Borrower Sponsor or any Subsidiary existing or arising under any Swap ContractHedging Agreement, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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 such Hedging Agreement does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) Indebtedness (including obligations in respect the form of Capital Leases or Synthetic Leases) assumed in connection with a Permitted Acquisition or other Investment Guaranties of Indebtedness permitted by Section 8.02, that was incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof6.17(c); provided, that, and (xi) no such other unsecured 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 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 Sponsor and its Subsidiaries in reliance on clause (i) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 10,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, 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 of the Borrower and its Subsidiaries existing outstanding on the date hereofThird Amendment Closing Date and described listed on Schedule 8.03 7.03 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 the Disclosure Letter a reasonable premium or other reasonable amount paid, and Permitted Refinancings thereoffees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (i) Guarantees of the Borrowers or any subSubsidiary in respect of Indebtedness otherwise permitted hereunder of the 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 hereof))(iii) not exceeding at any time $75,000,000$50,000,000 in the aggregate at any time, and (iv) Indebtedness consisting of surety or indemnitor obligations under any bond or other contract for the benefit of any Borrower or Subsidiary to the extent incurred in the Ordinary Course of Business; (d) obligations (contingent or otherwise) of the Borrower Borrowers or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party and other Bank Product Debt; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or Synthetic Leases) hereafter incurred by capital assets within the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereoflimitations set forth in Section 7.01(ij); provided, thathowever, that the aggregate amount of all such Indebtedness at any one time outstanding together with all Indebtedness outstanding under Section 7.03(h) shall not exceed $25,000,000 in the aggregate; (wf) no Default or Event other, unsecured Indebtedness, provided that at the time of Default has occurred and is continuing incurrence thereof, both immediately prior to before and after giving effect theretoto such Indebtedness, (xi) such Indebtedness when incurred shall not exceed the purchase price there exists no Default, (ii) each of the asset(sBorrowers and their Subsidiaries is Solvent, and (iii) financedon 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 (yiv) no such Indebtedness shall be refinanced for 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 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 togetherIndebtedness, together with the total of all Indebtedness assumed by the Borrower and its Subsidiaries in reliance on clause (ii) of this Dispositions made pursuant to Section 8.03(e7.05(j), 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 75,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted Indebtedness of a Person existing at the time such Person is acquired by Section 8.02 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 than by reference to this Section 8.03 (or those of the Person acquired and the amount of such Indebtedness does not exceed $5,000,000 in the aggregate at any sub-clause hereof))time outstanding; (h) Indebtedness in respect of any agreement providing for treasury, depositary, secured by fixed or cash management services, including in connection with any automated clearing house transfers of funds capital assets and property acquired by the Borrowers or any similar transactionsSubsidiary; provided that such Indebtedness (i) does not exceed the value of such property or assets so acquired, securities settlements(ii) was in existence prior to the contemplation of such acquisition, assumed settlementand (iii) together with all Indebtedness outstanding under Section 7.03(e), netting services, overdraft protections and other cash management and similar arrangements, in each case does not exceed $25,000,000 in the ordinary course of businessaggregate; provided, that, any such Indebtedness is extinguished within thirty (30) days;and (i) advances or deposits in Indebtedness subordinated to the ordinary course of business from customersObligations on terms satisfactory to, vendors or partners andand otherwise having material terms satisfactory to, in each case, not constituting Indebtedness for borrowed moneythe Required Lenders; (j) Indebtedness (other than Indebtedness for borrowed moneycomplying with the requirements set forth on Schedule 7.03(A) issued or created in the ordinary course of business in respect of workers’ compensation claimsso long as immediately before and after giving effect to such Indebtedness, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations;Availability shall be at least $30,000,000; and (k) other unsecured 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 amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) that does 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. CreateBorrower shall not create, incur, assume or suffer to exist any Indebtedness, except: except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness under the Loan Documents; , (b) any Indebtedness of the Borrower and its Subsidiaries existing set forth on Schedule 7.2; (c) Capitalized Lease Obligations incurred after the Closing Date and described on Schedule 8.03 Indebtedness incurred after the Closing Date pursuant to purchase money Liens permitted by Section 7.3(e), provided, that the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or aggregate amount thereof outstanding at any sub-clause hereof)); time shall not exceed $2,000,000.00, (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, Subordinated Debt provided, thatthat the aggregate amount thereof outstanding at any time shall not exceed $2,000,000.00, such obligations (e) accounts payable to trade creditors and current operating expenses which are not aged more than ninety (90) calendar days from the billing date or weresixty (60) entered into by such Person calendar days from the due date, in each case incurred in the ordinary course of business for and paid within such time period, unless the purpose same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been established to the satisfaction of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes Agent in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, thatits Permitted Discretion, (wf) no Default or Event refinancings of Default has occurred and is continuing both immediately prior to and after giving effect thereto, items under clauses (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 refinancingc) and (zd) above to the total extent such refinancings satisfy the requirements 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 assetssaid clauses, and renewals, refinancings and extensions thereof; provided, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (the endorsement of negotiable instruments for deposit or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasury, depositary, collection 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 case, in the ordinary course of business; provided. Except to the extent permitted pursuant to applicable Subordination Agreements, thatBorrower shall not (x) make any payment of any part or all of any Subordinated Debt, (y) repurchase, redeem, prepay or retire any instrument evidencing any such Indebtedness is extinguished within thirty Subordinated Debt prior to maturity, or (30z) days; enter into any agreement (ioral or written) advances which could in any way be construed to amend, modify or deposits alter in the ordinary course of business from customersa manner adverse to Agent as determined by Agent in its Permitted Discretion or to terminate any one or more instruments or agreements evidencing or relating to any Subordinated Debt, vendors or partners and, but rather Borrower shall make payments on Subordinated Debt only 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 accordance with the manufacturing of any Product or in connection with the supply chain related to any Product, in an aggregate 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 provisions of the type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingapplicable Subordination Agreements.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Disclosure Letter and Permitted Refinancings thereofapplicable debtor(s)); (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference owing from one Loan Party to this Section 8.03 (or any sub-clause hereof))another Loan Party; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leasescapital leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereofprovided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $750,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) 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, that, (x) 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 plus the amount equal to unpaid interest and premium thereon, and any underwriting discounts, of fees, commissions costs and expenses associated in connection with such refinancing), ; and (yf) such Indebtedness shall not have been incurred in contemplation Guaranty Obligations of such Permitted Acquisition or other Investment and (z) the 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 with respect to Indebtedness permitted under clauses (ia) through (e) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. CreateSuch Borrower will not permit any of its Restricted Subsidiaries (other than TWE) to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) with respect to all such Restricted Subsidiaries, Indebtedness under of up to an aggregate principal amount of $1,000,000,000 at any time outstanding; provided that the Loan Documentsaggregate principal amount of Indebtedness of TWEAN permitted by this clause (a) shall not exceed $500,000,000 at any time outstanding; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 any such Restricted Subsidiary to the Disclosure Letter and Permitted Refinancings thereofTWC or any Subsidiary; (c) intercompany Guarantee Obligations of any such Restricted Subsidiary with respect to Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (of a Borrower or any sub-clause hereof))wholly owned Restricted Subsidiary; (d) obligations Indebtedness of any such Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any property, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such property or secured by a Lien on any such property prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (contingent or otherwised) with respect to any such property shall not exceed 110% of the Borrower purchase price for, or any Subsidiary existing the cost of construction or arising under any Swap Contract, provided, thatimprovement of, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”property; and (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by any Person that becomes a Restricted Subsidiary of TWC after the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereofdate hereof; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, provided that (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 exists at the time such Person becomes a Subsidiary and is not created in contemplation 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 such Person becoming a Permitted Acquisition or other Investment permitted by Section 8.02, that was incurred to finance the purchase of fixed assets, Subsidiary and renewals, refinancings and extensions thereof; provided, that, (x) 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 does not, directly or indirectly, have been incurred in contemplation recourse (including by way of such Permitted Acquisition setoff) to TWC or any of its Restricted Subsidiaries or any asset thereof other Investment and (z) than to the 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 Person so acquired and its Subsidiaries in reliance on clause (i) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in and the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 assets of the type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingPerson so acquired and its Subsidiaries.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof8.03; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by of the Borrower or any of its Subsidiaries (whether incurred before or after the Closing Date) to finance the purchase and/or construction of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness (including all refinanced Indebtedness incurred in accordance with clause (iii) below) for all such Persons taken together shall not exceed an aggregate principal amount of $55,000,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price or construction cost of the asset(s) financed, ; and (yiii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time greater 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, that, (x) 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), or (y) such Indebtedness shall not have been incurred in contemplation the fair market value of such Permitted Acquisition or asset(s) financed; (f) unsecured Subordinated Indebtedness; (g) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed 20,000,000 Euros pursuant to a factoring program entered into by such Foreign Subsidiaries; (h) other Investment and (z) the total unsecured Indebtedness 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 5,000,000 at any one time outstanding; and (oi) other unsecured Indebtedness not otherwise permitted by of the foregoing clauses of this Section 8.03, Borrower under the Convertible Notes Documents in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any one time outstanding200,000,000.

Indebtedness. Create(a) The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume assume, guarantee or suffer otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, “incur”), any Indebtedness (including any Acquired Debt and the issuance of Disqualified Stock), unless such Indebtedness is incurred by the Borrower or any Guarantor and, in each case, the Borrower’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents;or greater than 2.50:1. (b) Notwithstanding the foregoing, the Borrower and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the “Permitted Debt”): (i) Indebtedness of the Borrower or any Guarantors (whether as borrowers or guarantors) under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (i) not to exceed the greater of (x) $750,000,000 and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof(y) 30.0% of Adjusted Consolidated Net Tangible Assets; (cii) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing Guarantor pursuant to the Loans of either series or arising under any Swap ContractExchange Notes issued in exchange for the Loans or the Initial Exchange Notes; (iii) Indebtedness of the Borrower or any Guarantor outstanding on the date hereof, and not otherwise referred to in this definition of “Permitted Debt;” (iv) intercompany Indebtedness between or among the Borrower and any of its Restricted Subsidiaries; provided, however, that: (A) if the Borrower or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations are with respect to the Loans, in the case of the Borrower, or the Loan Guarantee, in the case of a Guarantor; and (B) (1) any subsequent issuance or weretransfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary thereof (other than pursuant to a Credit Facility) and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (iv); (v) guarantees by the Borrower or any Guarantor of any Indebtedness of the Borrower or any of the Guarantors which is permitted to be incurred under this Agreement; (A) obligations pursuant to Interest Rate Agreements entered into in the ordinary course of business with respect to Indebtedness permitted by this Agreement; (B) obligations under currency exchange contracts entered into in the ordinary course of business; and (C) obligations pursuant to hedging arrangements (including, without limitation, swaps, caps, floors, collars, options and similar agreements) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesprotecting, commitmentson a net basis, investmentsagainst price risks, assetsbasis risks, or property held or reasonably anticipated by such Person, or changes other risks encountered in the value of securities issued by such Person, Oil and not for purposes of speculation or taking a “market viewGas Business;” (evii) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries Restricted Subsidiary represented by Capital Lease Obligations (whether or not incurred pursuant to finance Sale Leaseback Transactions) or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the purchase acquisition or development of fixed assetsreal or personal, and renewalsmovable or immovable, refinancings and extensions thereof; provided, that, (w) no Default property in each case incurred for the purpose of financing or Event refinancing all or any part 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 or cost of construction or improvement of property used in the business of the asset(s) financedBorrower, (y) no such Indebtedness shall be refinanced for a in an aggregate principal amount pursuant to this clause (vii) (together with the aggregate principal amount of any Permitted Refinancing Indebtedness in excess respect of Indebtedness originally incurred pursuant to this clause (vii)) not to exceed $50,000,000 outstanding at any time; provided that the principal balance outstanding thereon amount of any Indebtedness permitted under this clause (vii) did not in each case at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereonincurrence exceed the Fair Market Value, 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 as determined by the Borrower and its Subsidiaries in reliance on clause (ii) of this Section 8.03(e)good faith, 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, that, (x) 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 acquired or other Investment and (z) the 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 $1,000,000 at any one time outstandingconstructed asset or improvement so financed; (fviii) Indebtedness of the Borrower or any Guarantor in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding;connection with (gA) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (one or any sub-clause hereof)); (h) Indebtedness in respect more standby letters of any agreement providing credit issued for treasury, depositary, the account of the Borrower 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 a Guarantor in the ordinary course of business from customersand (B) other letters of credit, vendors surety, bid, performance, appeal or partners andsimilar bonds, bankers’ acceptances, completion guarantees or similar instruments; provided that, in each casecase contemplated by this clause (viii), upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that with respect to clauses (A) and (B), such Indebtedness is not constituting Indebtedness for borrowed moneyin connection with the borrowing of money or the obtaining of advances or credit; (jix) Indebtedness (other than Indebtedness for borrowed money) issued obligations relating to oil 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 gas balancing positions arising in the ordinary course of business; (lx) Indebtedness constituting Earn Out Obligations of the Borrower or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations in respect of working capital adjustment requirements under the agreements used to consummate a Permitted Acquisition or similar obligations, earn-outs or other Investment permitted under Section 8.02 (other than by reference to this Section 8.03 (similar obligations or any sub-clause hereof)); (m) Indebtedness with respect to outstanding from guarantees or letters of credit, banker’s acceptances surety bonds or similar instruments posted performance bonds securing any obligation of the Borrower or a Restricted Subsidiary pursuant to such an agreement, in the ordinary course of business each case incurred or assumed in connection with the manufacturing acquisition or disposition of any Product business, assets or in connection with the supply chain related to any Product, in an aggregate amount (i.e., the aggregate stated amount Capital Stock of such letters of credit, banker’s acceptances and similar instruments) not to exceed $10,000,000 at any one time outstandinga Restricted Subsidiary; (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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. CreateThe Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date date hereof and described listed on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof6.01; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (Guarantees of the Borrower or any sub-clause hereof))Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market viewspeculative purposes;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or capital leases, Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assetsLease Obligations and Purchase Money Obligations, and renewals, refinancings and extensions thereof; provided, 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 aggregate 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), at any time outstanding 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, that, (x) 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 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 $1,000,000 at any one time outstanding40,000,000; (f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingcommercial letters of credit; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasuryperformance bonds, depositarybid bonds, or cash management servicesappeal bonds, including surety bonds and completion guarantees and similar obligations not 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 arrangementsmoney borrowed, in each case provided 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 including those incurred to secure health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation safety and statutory obligations; (k) Indebtedness incurred as a result of endorsing negotiable instruments environmental obligations in the ordinary course of business; (lh) Indebtedness constituting Earn Out Obligations or obligations in respect of working capital adjustment requirements under the agreements used to consummate (i) resulting from a Permitted Acquisition bank 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 creditfinancial institution honoring a check, banker’s acceptances draft or similar instruments posted instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; (i) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (j) Indebtedness in an aggregate principal amount not exceeding $2,500,000 at any time outstanding, provided that, prior to the incurrence of any Indebtedness pursuant to this clause (j) that is owed to the Canadian Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), the borrower and lender with respect to such Indebtedness shall have executed and delivered to the Agent either an intercompany subordination agreement or, to the extent required by the Pledge and Security Agreement, an intercompany note, in each case, reasonably satisfactory to the Agent; (k) Indebtedness arising as a direct result of judgments, orders, awards or decrees against any Loan Party, in each case not constituting an Event of Default; (l) unsecured Indebtedness representing any Taxes to the extent such Taxes are being contested by any Loan Party in good faith by appropriate proceedings and adequate reserves are being maintained by such Loan Party in accordance with Applicable Accounting Principles; (m) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary of the Borrower 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 in the ordinary course of business and not in connection with the manufacturing borrowing of any Product or in connection with the supply chain related to any Product, in an aggregate 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;money; and (n) Indebtedness that is either (i) assumed at the time of a Permitted Acquisition or (A) to the extent such Indebtedness is secured, it is not secured by any assets other than those assets that were acquired through such Permitted Acquisition (including, for avoidance of doubt, a limited recourse pledge of the type described Equity Interests of the relevant Subsidiary acquired in Section 8.01(f)such Permitted Acquisition) or owned by a Subsidiary acquired through such Permitted Acquisition, (B) to the extent such Indebtedness is guaranteed, it is not guaranteed by any of the Loan Parties other than any Subsidiaries that are acquired as part of such Permitted Acquisition, and (C) before and after giving effect to exceed $250,000 in the aggregate incurrence or assumption of such Indebtedness and the related Permitted Acquisition as if such actions had occurred at any one time outstandingthe beginning of the most recently ended fiscal two fiscal quarter period, (I) the Financial Covenants on a pro forma basis would each be satisfied as of the last day of the most recently ended fiscal quarter and (II) the Consolidated Leverage Ratio on a pro forma basis as of the last day of the most recently ended fiscal quarter would be equal to or less than 2.50:1.00; and (o) other Indebtedness not otherwise permitted incurred by the foregoing clauses Borrower or another Subsidiary arising from the Permitted Sale and Leaseback Transaction; (p) without any duplication of this Section 8.03any Permitted Sale Leaseback Transaction, not to exceed $1,000,000 Indebtedness in the form of a mortgage financing in respect of the ▇▇▇▇▇▇ Property in an aggregate amount not exceeding $25,000,000 at any one time outstanding.; and

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower Parent and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 to and any refinancings, refundings, renewals or extensions thereof which do not increase the Disclosure Letter and Permitted Refinancings principal amount thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower Parent or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower Parent or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $15,000,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Attributable Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, connection with Receivables Facilities and Indebtedness under Foreign A/R Facilities not to exceed $1,000,000 750,000,000 in the aggregate at any one time outstanding, and all yield, interest, fees, indemnities and other amounts related thereto; (g) Guarantees permitted by Section 8.02 (other than by reference obligations in respect of Earn Out Obligations to this Section 8.03 (or any sub-clause hereof))the extent constituting Indebtedness; (h) Indebtedness in respect of any agreement providing for treasurySubsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of any assets securing such Indebtedness) in an aggregate principal amount not to exceed at any time outstanding $35,000,000, depositaryprovided, that such Indebtedness was not incurred in connection with, or cash management servicesin contemplation or anticipation of, 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) daysPermitted Acquisition; (i) advances Indebtedness arising from the honoring by a bank or deposits other financial institution of a check, draft or similar instrument inadvertently (except in the ordinary course case of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed money; (jdaylight overdrafts) 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 drawn against insufficient funds in the ordinary course of business; (lj) Indebtedness constituting Earn Out Obligations or which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in respect connection with the dispositions of working capital adjustment requirements under the agreements used to consummate a Permitted Acquisition or other Investment assets permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.05; (mk) Indebtedness Guarantees by any Loan Party or any Subsidiary with respect to outstanding letters (i) recourse obligations resulting from endorsement of credit, banker’s acceptances or similar negotiable instruments posted for collection in the ordinary course of business business, (ii) surety, appeal and performance bonds obtained in connection with the manufacturing ordinary course of any Product or in connection with the supply chain related to any Productbusiness, in an aggregate amount and (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances iii) workers’ compensation and similar instruments) not to exceed $10,000,000 at any one time outstanding; (n) Indebtedness obligations of the type described in Section 8.01(f), not to exceed $250,000 Loan Parties and their Subsidiaries incurred in the aggregate at any one time outstandingordinary course of business; and (ol) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, in an aggregate outstanding principal amount not to exceed $1,000,000 in the aggregate at any one time outstandingthe greater of (i) $50,000,000 and (ii) 10% of total consolidated revenues of the Parent and its Subsidiaries determined as of the most recent fiscal year end of the Parent for which the relevant financial information is available.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness set forth in Schedule 8.03 and renewals, refinancings and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such 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 material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Borrower and its Subsidiaries existing on than the Closing Date and described on Schedule 8.03 to terms of the Disclosure Letter and Permitted Refinancings thereofIndebtedness being renewed, refinanced or extended; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of (x) fixed personal property assets and (y) real property assets, and in each case, renewals, refinancings and extensions thereof; provided, that, provided that (wi) no Default or Event the aggregate outstanding principal amount of Default has occurred and is continuing both immediately prior to and after giving effect thereto, all such Indebtedness shall not exceed: in the case of clause (x) above, $20,000,000 at any one time outstanding and in the case of clause (y) above, $80,000,000 at any one time outstanding; and (ii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Guarantees with respect to Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in permitted under this Section 8.03 other than the aggregate at any one time outstandingPark Royal IRB Debt; (g) Guarantees permitted by Section 8.02 (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 cash management services or deposit account overdraft protection services or other than by reference to this Section 8.03 (services in connection with the management or any sub-clause hereof))opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes; (h) Indebtedness in respect of any agreement providing for treasury, depositary, or cash management services, including arising in connection with any automated clearing house transfers 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 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, thathowever, any that such Indebtedness is extinguished within thirty (30) daysten days of incurrence; (i) advances Indebtedness consisting of deferred purchase price obligations (including earnout obligations), indemnification obligations, adjustment of purchase price or deposits similar obligations and guarantee obligations, in each case in connection with Acquisitions, dispositions of property and Investments and indemnification obligations arising under Contractual Obligations incurred in the ordinary course of business from customers, vendors or partners and, business; provided that all Indebtedness consisting of deferred purchase price obligations (including earnout obligations) incurred in each case, not constituting Indebtedness for borrowed moneyconnection with a Permitted Acquisition consummated after the Closing Date shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent; (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 incurred in connection with health, disability or other types the financing of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligationspremiums in an aggregate amount at any time outstanding not to exceed the premiums owed under such policy; (k) Indebtedness incurred as a result in respect of endorsing negotiable instruments 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; (l) Indebtedness constituting Earn Out consisting of promissory notes subordinated to the Obligations or obligations in respect a manner and to an extent reasonably acceptable to the Administrative Agent for the repurchase of working capital adjustment requirements under Equity Interests held in 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 (Borrower from directors, officers and employees of the Borrower or any sub-clause hereof)); (m) Indebtedness with respect to outstanding letters Subsidiary, or their respective spouse, heirs, or estate planning vehicles, family trusts or comparable entities or persons, upon the death, disability or termination of creditemployment by the Borrower or such Subsidiary of such director, banker’s acceptances officer 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 amount (i.e., employee; provided that the aggregate stated outstanding principal amount of all such letters of credit, banker’s acceptances and similar instruments) Indebtedness shall not to exceed $10,000,000 1,500,000 at any one time outstanding; (m) senior unsecured bridge Indebtedness of the Borrower incurred to finance in part the Copper Acquisition Costs or any Limited Condition Acquisition and any rollover loan or exchange notes issued in exchange thereof (collectively, “Bridge Senior Unsecured Indebtedness”), provided that with respect to any Bridge Senior Unsecured Indebtedness: (i) such Indebtedness shall not be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal other than (1) in connection with a change of control (or other comparable term) provided that the obligations arising under the Loan Documents and all restatements, renewals and refinancings hereof have been repaid in full and the Commitments and all commitments to extend credit under all such restatements, renewals and refinancings have been terminated and (2) with the proceeds of any issuance of Equity Interests or any issuance of Indebtedness or any sale or other disposition of property (including casualty events) in each case to the extent such proceeds are not applied to prepay either (x) the term loans under this Agreement or any restatement, renewal or refinancing hereof or (y) any revolving facility under this Agreement or any restatement, renewal or refinancing hereof to the extent accompanied by a permanent reduction in the commitments under such revolving facility; and (ii) such Indebtedness contains each of the Senior Unsecured Indebtedness Standard Terms. (n) senior unsecured Indebtedness of the Borrower outstanding on the Sixth Amendment Effective Date incurred under the 2018 Indenture, the 2021 Indenture or the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and senior unsecured Indebtedness of the Borrower incurred after the Closing Date (collectively, “Permanent Senior Unsecured Indebtedness”); provided that with respect to any Permanent Senior Unsecured Indebtedness incurred after the Closing Date: (i) if such Permanent Senior Unsecured Indebtedness refinances outstanding Senior Unsecured Indebtedness then the amount of such Indebtedness shall not be increased at the time of such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; (ii) except in the case of a UK Acquisition Facility or a Copper Acquisition Facility (to which this clause (ii) shall not apply), if such Permanent Senior Unsecured Indebtedness does not refinance outstanding Senior Unsecured Indebtedness, then the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof on a Pro Forma Basis (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), and (B) the Consolidated Leverage Ratio recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) would be 0.25 less than the maximum Consolidated Leverage Ratio permitted under Section 8.11(a) as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b); provided, that if such Senior Unsecured Indebtedness is used to finance a Limited Condition Acquisition, clauses (A) and (B) shall be tested as of the Limited Condition Testing Date after giving effect to such Acquisition as if such Acquisition were consummated on such date; (iii) the maturity date of such Permanent Senior Unsecured Indebtedness shall be at least 181 days after the latest Maturity Date in effect at the time such Indebtedness is incurred; (iv) such Permanent Senior Unsecured Indebtedness shall not be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal other than in connection with (x) a change of control (or other comparable term) and (y) sales or other dispositions of property (including casualty events) in each case to the extent such proceeds are not required to prepay the obligations arising under this Agreement or any restatement, renewal or refinancing thereof, provided, that any Permanent Senior Unsecured Indebtedness shall be deemed to satisfy this Section 8.03(n)(iv) if such Permanent Senior Unsecured Indebtedness is on substantially the same terms as any of the 2018 Indenture, the 2021 Indenture or the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (v) such Permanent Senior Unsecured Indebtedness contains each of the Senior Unsecured Indebtedness Standard Terms; (o) Indebtedness of Park Royal constituting loans from the type described ▇▇▇ County Industrial Development Authority in Section 8.01(f), an amount not to exceed $250,000 23 million assumed in connection with the aggregate at any one time outstandingPermitted Acquisition of Park Royal (the “Park Royal IRB Debt”); and (op) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, in an aggregate amount not to exceed $1,000,000 in the aggregate 50,000,000 outstanding at any one time outstandingtime, including, Indebtedness of Persons acquired in Permitted Acquisitions (the “Acquired Indebtedness”), provided that such Acquired Indebtedness (i) shall exist prior to the applicable Permitted Acquisition and shall not have been incurred in anticipation of the applicable Permitted Acquisition and (ii) would be subject to a prepayment penalty if repaid concurrently with the consummation of such Permitted Acquisition.

Indebtedness. CreateNo Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume assume, permit to exist, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any IndebtednessIndebtedness (as hereinafter defined), except: except for (a) Indebtedness under the Loan Documents; Obligations, (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date date hereof and described on Schedule 8.03 to set forth in the Disclosure Letter Perfection Certificate, and Permitted Refinancings any renewals of such Indebtedness, under the same or similar terms, provided the aggregate principal amount of such Indebtedness is not increased as a result thereof; , (c) intercompany Indebtedness permitted under Section 8.02 (other than consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing of its Subsidiaries to finance the acquisition, repair, improvement or arising under any Swap Contractconstruction of fixed or capital assets of such person or entity, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) provided that (i) purchase money the aggregate principal amount of all such Indebtedness incurred during any fiscal year does not exceed $1,000,000, (including ii) the Lenders shall have been given by Borrower a right of first refusal to finance any capital expenditures or capital lease obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred equipment to be acquired 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 for use in its business prior to the financing thereof by any person or entity who is not a Lender (such right of first refusal to apply to each Lender based on its Pro Rata Share, provided that if any Lender declines to provide all or a portion of its Pro Rata share of such financing, the other Lenders may, but shall be under no obligation, to provide the balance of such financing) and after giving effect thereto, (xiii) the principal amount of such Indebtedness when incurred shall does not exceed the purchase price lower of the asset(s) financed, (y) no cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon (each measured at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereonacquisition, and any underwriting discountsrepair, 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 improvement 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.construction is

Indebtedness. CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:; (a) Indebtedness under the Loan DocumentsObligations, Hedging Liability (other than for speculative purposes), and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations of the Borrower and its Restricted Subsidiaries; (b) Indebtedness owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons other than Lenders (or their Affiliates); (c) intercompany Indebtedness among the Borrower and its Restricted Subsidiaries to the extent permitted by Section 6.17; (d) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital expenditures, whether through the direct purchase of assets or the purchase of capital stock of any Person owning such assets; provided that the aggregate principal amount of Indebtedness outstanding under this clause (d), together with any Refinancing Indebtedness incurred under clause (r) below in respect thereof, shall not exceed the greater of $75.0 million and 1.0% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1(a) or (b), but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination); (e) Indebtedness of the Borrower and its Restricted Subsidiaries existing not otherwise permitted by this Section; provided that the aggregate amount of Indebtedness outstanding under this clause (e) shall not exceed the greater of $300.0 million and 4.0% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on the Closing Date or prior to such date pursuant to Section 6.1(a) or (b), but giving effect to any Specified Transaction occurring thereafter and described on Schedule 8.03 or prior to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)date of determination); (df) obligations Contingent Obligations incurred by (contingent or otherwisei) any Restricted Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary existing or arising that is permitted to be incurred under any Swap Contract, provided, that, such obligations are this Agreement and (or wereii) entered into by such Person 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations Borrower in respect of Capital Leases or Synthetic Leases) hereafter Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement; provided that any such Contingent Obligations incurred by the Borrower or any Subsidiaries Loan Party with respect 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, that, (x) 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 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 any Subsidiary that is not a Loan Party, must not be prohibited by Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding6.17; (g) Guarantees permitted by Section 8.02 (other 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 Contingent Obligations incurred in the ordinary course of business in respect of workers’ compensation claimsobligations to suppliers, payment customers, franchisees, lessors, licensees or distribution partners; (i) unsecured (other than vendor’s liens arising by operation of law) Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with healthsuch goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (i) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, disability adjustment of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any Person acquiring all or any portion of such business, assets or capital stock for the purpose of financing such acquisition; (j) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for earn-outs, indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with Permitted Acquisitions or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligationsinvestments permitted under Section 6.17; (k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred as a result in the ordinary course of endorsing negotiable instruments business and not in connection with the borrowing of money or Hedge Agreements; (l) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (m) Indebtedness representing deferred compensation or similar arrangements to employees, consultants or independent contractors of the Borrower (or its direct or indirect parent) and its Restricted Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with the consummation of the First Restatement Agreement Transactions or any Permitted Acquisition or other investment whether consummated prior to the Second Restatement Effective Date or permitted under Section 6.17; (n) Indebtedness consisting of promissory notes issued to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Borrower or any of its direct or indirect parent companies permitted by Section 6.18; (o) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (lp) Indebtedness constituting Earn Out Obligations or obligations of the Borrower and its Restricted Subsidiaries in respect of working capital adjustment requirements under existence on 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))Second Restatement Effective Date and set forth in all material respects on Schedule 6.14; (mq) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to outstanding bankers’ acceptances and letters of credit, banker’s acceptances or similar instruments posted credit issued in the ordinary course of business business, including letters of credit in respect of workers’ compensation laws, unemployment insurance laws or similar legislation, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (r) the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness which serves to refund or refinance any Indebtedness permitted under clauses (a), (d), (p), (q), (s), (u), (v), (w), (x) and (y) of this Section 6.14 or any Indebtedness issued to so refund, replace or refinance (herein, “refinance”) such Indebtedness, including, in each case, additional Indebtedness incurred to pay accrued but unpaid interest, premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (A) (other than with respect to Refinancing Indebtedness that refinances Indebtedness incurred under clause (a) of this Section 6.14) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced; (B) to the extent such Refinancing Indebtedness refinances Indebtedness permitted under clause (a) of this Section 6.14 (i) if secured (w) is secured only by the Collateral and on a pari passu or subordinated basis with the Obligations, (x) is subject to customary intercreditor arrangements, the material terms of which are reasonably satisfactory to the Administrative Agent, (y) in the case of the refinancing of any Term Facility shall not have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced and (z) in the case of the refinancing of any Revolving Facility does not have required scheduled amortization or commitment reductions earlier than the Revolving Credit Termination Date, (ii) has a maturity date no earlier than the latest maturity date of the relevant tranche or Class of Facilities being refinanced or replaced and (iii) has terms (excluding pricing, fees, rate floors, optional prepayment or redemption terms, subordination terms (such subordination terms to be on current market terms) and maturity date) that are not, when taken as a whole, materially more favorable to the lenders providing such Refinancing Indebtedness than those applicable to the relevant tranche or Class of Facilities being refinanced or replaced (except for covenants or other provisions applicable only to periods after the then-existing latest final maturity date of the relevant tranche or Class of Facilities being refinanced or replaced) or are on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith); (C) to the extent such Refinancing Indebtedness refinances Indebtedness that was originally (1) subordinated or pari passu to the Obligations (other than Indebtedness incurred under clause (w) of this Section 6.14), such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded, (2) secured by the Collateral on a pari passu or junior basis, such Refinancing Indebtedness is secured only by the Collateral and only to the extent as the Indebtedness being refinanced or refunded (but, for the avoidance of doubt, may be unsecured), (3) secured by assets other than the Collateral, such Refinancing Indebtedness is secured only by assets other than the Collateral or (4) unsecured, such Refinancing Indebtedness is unsecured; and (D) shall not include Indebtedness of a non-Loan Party that refinances Indebtedness of a Loan Party. (s) Indebtedness of (x) the Borrower or any Subsidiary incurred to finance a permitted Acquisition or (y) Persons that are acquired by the Borrower or any Subsidiary or merged into the Borrower or a Subsidiary in a permitted Acquisition in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary in connection with such permitted Acquisition; provided that such Indebtedness under this clause (y) is not incurred in contemplation of such permitted Acquisition; provided further that: (A) no Default exists or shall result therefrom; (B) any Indebtedness incurred in reliance on clause (x) of this Section 6.14(s) shall not be secured by a Lien and shall not mature or require any payment of principal, in each case, prior to the manufacturing date which is 91 days after the latest final maturity date of any Product or Class of Term B Loans outstanding at the time of the incurrence of such Indebtedness; (C) in connection with the supply chain related to case of any Product, Indebtedness incurred in an aggregate amount reliance on clause (i.e., y) of this Section 6.14(s) the aggregate stated principal amount of such letters of creditIndebtedness that is secured by any Lien, banker’s acceptances and similar instruments) together with all Refinancing Indebtedness in respect thereof, shall not to exceed $10,000,000 150.0 million; and (D) subject to subclause (C) above, immediately prior to, and after giving effect to such permitted Acquisition, at any one time outstandingthe Borrower’s option either on the date of execution of the related acquisition agreement or on the date such Acquisition is consummated, the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22 recomputed as of the last day of the most recently completed period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b); (nt) Indebtedness of the type described Borrower or any of its Restricted Subsidiaries supported by a letter of credit in Section 8.01(f), a principal amount not to exceed $250,000 the face amount of such letter of credit; (u) secured or unsecured notes issued in lieu of Incremental Facilities (such notes, “Incremental Equivalent Debt”); provided that if secured (i) is secured only by the aggregate Collateral and on a pari passu or subordinated basis with the Obligations and (ii) is subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and provided, further that any such Incremental Equivalent Debt (x) otherwise satisfies clauses (A), (B), (D), (F), (I), (J) and (K) of Section 2.14(a) as if such Incremental Equivalent Debt were an Incremental Facility and (y) does not exceed the Incremental Cap; provided further that no Incremental Equivalent Debt may be secured by any Collateral (or assets that would constitute Collateral if the Obligations were secured by such assets) at any one time outstanding; andthat the Obligations are not secured by the Collateral as a result of any release of Collateral pursuant to Section 9.13; (ov) other senior subordinated or subordinated unsecured Indebtedness not otherwise permitted of the Borrower or any of its Restricted Subsidiaries; provided that the terms of such Indebtedness (excluding pricing, fees, rate floors, optional prepayment or redemption terms and subordination terms (such subordination terms to be on current market terms)) are not, when taken as a whole, materially more favorable (as reasonably determined by the foregoing clauses Borrower in good faith) to the lenders providing such Indebtedness than those applicable to the Facilities (other than any covenants or any other provisions applicable only to periods after the Final Maturity Date (in each case, as of this the incurrence of such Indebtedness)) or is otherwise on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith) and provided further, that, after giving effect thereto, (i) the Leverage Ratio does not exceed 5.75:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 8.036.1(a) or (b) and (ii) no Event of Default shall have occurred and be continuing or would result therefrom; (w) senior unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that the terms of such Indebtedness (excluding pricing, fees, rate floors, optional prepayment or redemption terms and subordination terms (such subordination terms to be on current market terms)) are not, when taken as a whole, materially more favorable (as reasonably determined by the Borrower in good faith) to the lenders providing such Indebtedness than those applicable to the Facilities (other than any covenants or any other provisions applicable only to periods after the Final Maturity Date (in each case, as of the incurrence of such Indebtedness)) or is otherwise on current market terms for such type of Indebtedness or is otherwise on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith) and provided further that, after giving effect thereto, (i) the Leverage Ratio does not exceed 5.75:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) and (ii) no Event of Default shall have occurred and be continuing or would result therefrom; (x) additional secured Indebtedness of the Borrower or any of its Restricted Subsidiaries provided that after giving effect thereto, the Senior Secured Leverage Ratio does not exceed $1,000,000 in 4.85:1.00, calculated on a Pro Forma Basis as of the aggregate at any one time outstanding.last day of the most recently ended p

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Disclosure Letter and Permitted Refinancings thereofapplicable debtor(s)); (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)8.02(d); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “"market view;”" and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; (yiii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating that may exist or may be deemed to corporate credit cardsexist under the Product Acquisition Documents, the Entocort® EC Distribution Agreement, the 1996 License Agreement and any other agreements providing for indemnification, purchase cards price adjustments and similar obligations (including Earn-Out Obligations) in connection with the lease, license, purchase or bank card products, not to exceed $1,000,000 sale of assets effected in accordance with the aggregate at any one time outstandingrequirements of this Agreement; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (unsecured Indebtedness of the Borrower 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, Subsidiary 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 5,000,000 at any one time outstanding; provided, that (i) the Loan Parties shall be in compliance with Section 8.11 after giving effect to such additional Indebtedness, (ii) no Default or Event of Default exists prior to or after giving effect to such Indebtedness and (iii) if such Indebtedness results from seller financing, such Indebtedness is not evidenced by a demand note but rather has a stated maturity; and (oh) other Guarantees with respect to Indebtedness not otherwise permitted by the foregoing under clauses (a) through (g) of this Section 8.03, 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 of the Borrower AWI and its Subsidiaries existing on the Closing Date date hereof and described listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Disclosure Letter and Permitted Refinancings thereofapplicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02 (other than 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by reference an intercompany note, such note shall be pledged to this Section 8.03 (or any sub-clause hereof))the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of the Borrower AWI or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower AWI or any of its Subsidiaries to finance the purchase purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof; provided, that, provided that (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xi) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (yii) 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 thereonrefinancing, and any underwriting discounts, fees, commissions and expenses associated with such refinancing(iii) 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, that, (x) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of and immediately after giving effect to such refinancing (other than by an amount equal to unpaid interest and premium thereonincurrence, and any underwriting discounts, fees, commissions and expenses associated with such refinancing), (y) such Indebtedness shall not have been incurred AWI will be in contemplation of such Permitted Acquisition or other Investment and (z) the total of all such Indebtedness assumed in reliance on this clause (ii) for all such Persons taken together, together compliance with the total of all Indebtedness incurred by the Borrower and its Subsidiaries financial covenants in reliance Section 8.11 on clause (i) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstandinga Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in respect of obligations relating to corporate credit cards, purchase cards or bank card products, connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any one time outstanding35,000,000; (g) Guarantees permitted by other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.02 8.11 after giving effect thereto on Pro Forma Basis and (other than by reference v) the Borrowers shall deliver to this Section 8.03 (or any sub-clause hereof))the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any agreement providing for treasury, depositary, or cash management services, including Treasury Management Agreement and other Indebtedness in connection with any automated clearing house transfers respect of funds or any similar transactions, securities settlements, assumed settlement, netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements, in each case arrangements in the ordinary course of business; provided; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, thatin each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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, provided that upon the drawing of such Indebtedness is extinguished letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) daysdays following such drawing, reimbursement obligation or incurrence; (ip) advances all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or deposits contingent interest on obligations described in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneyclauses (a) through (o) above and (q) through (t) below; (jq) Indebtedness (other than Indebtedness for borrowed money) issued or created incurred in the ordinary course of business in respect of workers’ compensation claims, payment obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation such goods and statutory obligationsservices; (kr) Indebtedness incurred as under a result Sale and Leaseback Transaction of endorsing negotiable instruments AWI’s corporate headquarters in the ordinary course of businessLancaster, Pennsylvania; (ls) 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 Foreign Subsidiaries 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, AWI in an aggregate amount not in excess of five percent (i.e., the aggregate stated amount 5.0%) 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 outstandingConsolidated Foreign Assets; and (ot) other Guarantees with respect to Indebtedness not otherwise permitted by the foregoing clauses of under this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. CreateThe Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date date hereof and described listed on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof6.01; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (Guarantees of the Borrower or any sub-clause hereof))Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market viewspeculative purposes;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or capital leases, Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assetsLease Obligations and Purchase Money Obligations, and renewals, refinancings and extensions thereof; provided, 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 aggregate 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), at any time outstanding 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, that, (x) 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 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 $1,000,000 at any one time outstanding40,000,000; (f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingcommercial letters of credit; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasuryperformance bonds, depositarybid bonds, or cash management servicesappeal bonds, including surety bonds and completion guarantees and similar obligations not 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 arrangementsmoney borrowed, in each case provided 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 including those incurred to secure health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation safety and statutory obligations; (k) Indebtedness incurred as a result of endorsing negotiable instruments environmental obligations in the ordinary course of business; (lh) Indebtedness constituting Earn Out Obligations or obligations in respect of working capital adjustment requirements under the agreements used to consummate (i) resulting from a Permitted Acquisition bank 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 creditfinancial institution honoring a check, banker’s acceptances draft or similar instruments posted instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; (i) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (j) Indebtedness in an aggregate principal amount not exceeding $2,500,000 at any time outstanding, provided that, prior to the incurrence of any Indebtedness pursuant to this clause (j) that is owed to the Canadian Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), the borrower and lender with respect to such Indebtedness shall have executed and delivered to the Agent either an intercompany subordination agreement or, to the extent required by the Pledge and Security Agreement, an intercompany note, in each case, reasonably satisfactory to the Agent; (k) Indebtedness arising as a direct result of judgments, orders, awards or decrees against any Loan Party, in each case not constituting an Event of Default; (l) unsecured Indebtedness representing any Taxes to the extent such Taxes are being contested by any Loan Party in good faith by appropriate proceedings and adequate reserves are being maintained by such Loan Party in accordance with Applicable Accounting Principles; (m) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary of the Borrower 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 in the ordinary course of business and not in connection with the manufacturing borrowing of any Product or in connection with the supply chain related to any Product, in an aggregate 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;money; and (n) Indebtedness that is either (i) assumed at the time of a Permitted Acquisition or (A) to the extent such Indebtedness is secured, it is not secured by any assets other than those assets that were acquired through such Permitted Acquisition (including, for avoidance of doubt, a limited recourse pledge of the type described Equity Interests of the relevant Subsidiary acquired in Section 8.01(f)such Permitted Acquisition) or owned by a Subsidiary acquired through such Permitted Acquisition, (B) to the extent such Indebtedness is guaranteed, it is not guaranteed by any of the Loan Parties other than any Subsidiaries that are acquired as part of such Permitted Acquisition, and (C) before and after giving effect to exceed $250,000 the incurrence or assumption of such Indebtedness and the related Permitted Acquisition as if such actions had occurred at the beginning of the most recently ended fiscal two fiscal quarter period, (I) the Financial Covenants on a pro forma basis would each be satisfied as of the last day of the most recently ended fiscal quarter and (II) the Consolidated Leverage Ratio on a pro forma basis as of the last day of the most recently ended fiscal quarter would be equal to or less than 2.50:1.00; (o) Indebtedness incurred by the Borrower or another Subsidiary arising from the Permitted Sale and Leaseback Transaction; (p) without any duplication of any Permitted Sale Leaseback Transaction, Indebtedness in the form of a mortgage financing in respect of the ▇▇▇▇▇▇ Property in an aggregate amount not exceeding $25,000,000 at any one time outstanding; and (q) any refinancings, refundings, renewals or extensions of Indebtedness incurred under clause (b), (j), (n), (o) and (p); 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 premiums, original issue discount, or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (ii) to the extent such Indebtedness incurred under clauses (b), (j), (n), (o) or (p) is secured, such Indebtedness incurred under this clause (q) refinancing, refunding, renewing or extending such Indebtedness shall not otherwise permitted be secured by any assets other than those assets securing the foregoing original Indebtedness that is subject to such refinancing, refunding, renewal or extension and (iii) to the extent such Indebtedness incurred under clauses of (b), (j), (n), (o) or (p) is guaranteed, such Indebtedness incurred under this Section 8.03clause (q) refinancing, refunding, renewing or extending such Indebtedness shall not be guaranteed by any Loan Party other than those Loan Parties guaranteeing the original Indebtedness that is subject to exceed $1,000,000 in the aggregate at any one time outstandingsuch refinancing, refunding, renewal or extension.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing set forth in Schedule 9.3 and renewals, refinancings and extensions thereof on the Closing Date terms and described on Schedule 8.03 conditions not materially less favorable to the Disclosure Letter applicable debtor(s) or the Lenders and Permitted Refinancings thereofany increase in the principal amount of any Indebtedness on such Schedule by an aggregate amount of up to $1,000,000, and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or the Lenders; (c) intercompany purchase money Indebtedness permitted under Section 8.02 (other than including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by reference the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness incurred and at any time outstanding pursuant to this Section 8.03 9.3(c) for all such Persons taken together shall not exceed $75,000,000 at any one time outstanding (ii) such Indebtedness when incurred by Borrower or any sub-clause hereof))of its Subsidiaries shall not exceed the purchase price of the asset(s) financed and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap ContractHedge Agreement, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Hedge Agreement does not contain any provision exonerating the non defaulting party from its obligation to make termination payments on outstanding transactions to the defaulting party; (e) intercompany Indebtedness permitted under Section 9.2; (if) purchase money Indebtedness consisting of mortgage financing with respect to any Real Property owned by any Credit Party (including obligations with recourse limited to such owned Real Property (subject to customary non-recourse carveouts)), (g) Indebtedness in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase letters 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 credit (other than by an amount equal to unpaid interest and premium thereonthose issued hereunder, and any underwriting discounts, fees, commissions and expenses associated with such refinancingincluding the Existing Letters of Credit) 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 outstanding amount of not to exceed $1,000,000 10,000,000 at any one time outstanding and time; (iih) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) assumed acquired in connection with a Permitted Acquisition or other Investment permitted by pursuant to Section 8.02, that was incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x9.2(l) no where such Indebtedness shall be refinanced for a principal amount in excess (i) existed on the date 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 consummation of such Permitted Acquisition or other Investment and (z) the total of all such Indebtedness assumed in reliance on this clause permitted pursuant to Section 9.2(l), (ii) for all was not incurred in contemplation of the such Persons taken together, together with the total Permitted Acquisition or Investment permitted pursuant to Section 9.2(l) and (iii) is not at any time secured by assets 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference those acquired in such Permitted Acquisition or Investment permitted pursuant to this Section 8.03 (or any sub-clause hereof9.2(l)); (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 customersperformance bonds, vendors or partners andsurety bonds, 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 bank guaranties and statutory obligations; (k) Indebtedness similar instruments incurred as a result of endorsing negotiable instruments in the ordinary course of business; (I) other unsecured Indebtedness (including unsecured Indebtedness incurred in a refinancing or replacement of any Indebtedness) and (II) the Additional Convertible Notes, in each case, so long as, (A) there shall exist no Default or Event of Default before or after giving effect to the incurrence of such Indebtedness, (B) upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 9.15 as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or (b), and which, in the case of any Indebtedness incurred in reliance on this clause (j) in an amount individually in excess of $10,000,000, shall be demonstrated pursuant to a certificate of a Responsible Officer which the Borrower has delivered to the Administrative Agent, (C) the scheduled maturity date of such Indebtedness is at least 90 days after the Scheduled Maturity Date and (D) no scheduled payments of principal of such Indebtedness are required sooner than 90 days following the Scheduled Maturity Date; (k) Guarantees with respect to Indebtedness permitted under this Section 9.3; (l) Indebtedness constituting Earn Out Obligations secured by, or obligations a Capital Lease in respect of working capital adjustment requirements under of, equipment associated with 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))Orbital Launch Support Assets; (m) secured Indebtedness with respect to outstanding letters of creditnot otherwise permitted under this Section 9.3; provided, 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 Producthowever, in an aggregate amount (i.e., that the aggregate stated outstanding principal amount of all such letters of credit, banker’s acceptances and similar instruments) secured Indebtedness shall not to exceed $10,000,000 25,000,000 at any one time outstanding;time; and (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 (o) other unsecured Indebtedness not otherwise permitted by the foregoing clauses of under this Section 8.039.3; provided, however, that the aggregate outstanding principal amount of all such unsecured Indebtedness shall not to exceed $1,000,000 50,000,000 at any time and provided (A) there shall exist no Default or Event of Default before or after giving effect to the incurrence of such Indebtedness and (B) upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 9.15 as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or (b), and which, in the aggregate at case of any one time outstandingIndebtedness incurred in reliance on this clause (n) in an amount individually in excess of $10,000,000, shall be demonstrated pursuant to a certificate of a Responsible Officer which the Borrower has delivered to the Administrative Agent.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, exceptother than: (a) Indebtedness under in respect of the Loan DocumentsObligations; (b) Indebtedness of Borrower and the Guarantors under the First Lien Notes, Pari Passu Lien Indebtedness, the Second Lien Notes and Refinancing Indebtedness in respect of such First Lien Notes, Second Lien Notes and Pari Passu Lien Indebtedness, in an aggregate principal amount for all such Indebtedness incurred or outstanding under this clause (b) not to exceed at any time (x) $451,300,000 minus (y) the aggregate principal amount of Existing Parent Notes (or any refinancing Indebtedness issued in exchange therefor that is not Indebtedness of Borrower or any Subsidiary) at such time; (c) Indebtedness existing as of the Closing Date (other than pursuant to clause (b) of this Section 7.2.2) which is identified in Item 7.2.2(c) of the Disclosure Schedule, and Refinancing Indebtedness in respect thereof; (d) unsecured Indebtedness (i) 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 which 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 books of the Borrower or such Subsidiary) and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (e) Indebtedness (i) in respect of industrial revenue bonds or other similar governmental or municipal bonds, (ii) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment 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 business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 90 days of the acquisition of such property or equipment), (iii) in respect of Capitalized Lease Liabilities and (iv) refinancing of Indebtedness referred to in clauses (i) through (iii); provided that the aggregate amount of all Indebtedness outstanding pursuant to this clause (e) shall not at any time exceed $10,000,000; (f) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary and Indebtedness of the Borrower owing to any Subsidiary, which Indebtedness (i) shall, if payable to the Borrower or a Subsidiary Guarantor, and if evidenced by one or more promissory notes, such promissory notes shall be, duly executed and delivered in pledge to the Administrative Agent pursuant to a Loan Document and if payable by the Borrower or any Subsidiary Guarantor, be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; and (ii) if incurred by a Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or a Subsidiary Guarantor, shall not (when aggregated with the amount of Investments made by the Borrower and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors under clause (e)(i) of Section 7.2.5) exceed $5,000,000 in the aggregate; (g) Indebtedness of the Borrower and its Subsidiaries arising from letters of credit issued for the account of the Borrower or such Subsidiary by a Lender in an aggregate stated amount at any time outstanding (as determined by aggregating the stated amount of all such letters of credit and all reimbursement obligations with respect thereto) not to exceed $15,000,000; (h) Indebtedness of a Person existing on at the Closing Date time such Person became a Subsidiary of the Borrower in connection with a Permitted Acquisition, but only if such Indebtedness was not created or incurred in contemplation of such Person becoming a Subsidiary, and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings Refinancing Indebtedness in respect thereof; (ci) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) Hedging Obligations entered into by such Person 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstandingspeculative purposes; (fj) Indebtedness in respect arising from the honoring by a bank or other financial institution of obligations relating to corporate credit cardsa check, purchase cards draft or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 similar instrument drawn against insufficient 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 provided that such Indebtedness is extinguished within thirty (30) daysfive Business Days of its incurrence; (ik) advances (A) obligations in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid or deposits appeal bonds, completion guarantees and payment obligations in connection with self-insurance or similar obligations provided by the Borrower or any Subsidiary in the ordinary course of business from customersand (B) obligations owed to (including in respect of letters of credit for the benefit of) any Person in connection with workers’ compensation, vendors health, disability or partners andother employee benefits or property, casualty or liability insurance provided by such Person to the Borrower or any Subsidiary pursuant to reimbursement or indemnification obligations to such Person, 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 arising from agreements of the Borrower or obligations any Subsidiary of the Borrower providing for indemnification, adjustment of purchase price or similar obligations, in respect each case, incurred or assumed in connection with the disposition of working capital adjustment requirements under the agreements used to consummate any business, assets or a Permitted Acquisition or other Investment permitted under Section 8.02 (Subsidiary, other than guarantees of Indebtedness incurred by reference to this Section 8.03 (any Person acquiring all or any sub-clause hereof));portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; and (m) other Indebtedness with respect of the Borrower and its Subsidiaries (other than Indebtedness of Subsidiaries that are not Subsidiary Guarantors owing to outstanding letters of credit, banker’s acceptances the Borrower 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, Subsidiary Guarantors) in an aggregate amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) at any time outstanding not to exceed $10,000,000 at any one time outstanding; 25,000,000; provided that (nA) no Indebtedness of the type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03(e) or (f)(ii) shall be assumed, not to exceed $1,000,000 created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom and (B) in the aggregate event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at any the time of incurrence and will only be required to include the amount and type of such Indebtedness in one time outstandingof the above clauses.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of Holdings and its Subsidiaries under the Loan Documents; (b) Indebtedness of the Borrower Holdings and its Subsidiaries existing on the Closing Date date hereof and described listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Disclosure Letter and Permitted Refinancings thereofapplicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among Holdings and its Subsidiaries to the extent permitted under Section 8.02 (other than 8.02; provided, however, that, if secured, any such Indebtedness of a Loan Party shall be expressly subordinated in right of payment to the Obligations, and if evidenced by reference an intercompany note, any such note to this Section 8.03 (or any sub-clause hereof))a Loan Party shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of the Borrower Holdings or any Subsidiary existing or arising under any Swap Contract, ; provided, thathowever, 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 liabilities, commitments, investments, assets, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market viewspeculation;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof; provided, thathowever, that (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xi) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (yii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iii) at the time of and immediately after giving effect to such incurrence, the Borrower will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) other unsecured Indebtedness of the Borrower; provided, however, that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than by an amount equal the remaining average weighted life-to-maturity for any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous to unpaid Holdings and its Subsidiaries than the terms hereof (excluding interest and premium thereon, and any underwriting discountsrates, fees, commissions funding discounts and expenses associated prepayment or redemption premiums); provided, however, that an Officer’s Certificate of the Borrower delivered to the Administrative Agent at least ten Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower, as the case may be, within such ten Business Day period that it disagrees with such refinancingdetermination (including a reasonable description of the basis upon which it disagrees), (iii) no Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis and (zv) the total Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (g) Indebtedness of all the Borrower and its Subsidiaries acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in reliance on this clause connection with, or in anticipation or contemplation of, such Permitted Acquisition; provided, however, that (i) for all such Persons taken togetherno Default shall exist immediately before or immediately after giving effect thereto, together (ii) the Borrower will be in compliance with the total financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis and (iii) the Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness of all the Borrower and its Subsidiaries arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (i) Securitization Indebtedness assumed by of the Borrower and its Subsidiaries in reliance on clause (ii) of this Section 8.03(e), shall not exceed an aggregate principal amount of not to exceed $1,000,000 at any one time outstanding 50,000,000; (j) Indebtedness to current or former officers, directors, managers, consultants and employees (iior their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) 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 or redemption of fixed assets, Capital Stock and renewals, refinancings and extensions thereof; provided, that, Capital Stock Equivalents of Holdings or its Subsidiaries permitted by Section 8.06; (xk) 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 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 or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (l) obligations of Holdings and its Subsidiaries in reliance on clause (i) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at under any one time outstanding; (f) Treasury Management Agreement and other Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements, in each case arrangements in the ordinary course of business; (m) Indebtedness incurred by Borrower and its Subsidiaries consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Indebtedness incurred by the Borrower or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; provided, thathowever, any that upon the drawing of such Indebtedness is extinguished a letter of credit, such reimbursement of obligations in respect of bankers’ acceptances or the incurrence of such Indebtedness, such obligations shall be reimbursed within thirty (30) daysdays following such drawing, reimbursement obligation or incurrence; (io) advances all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or deposits contingent interest on obligations described in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneyclauses (a) through (n) above and (q) through (s) below; (jp) Indebtedness (other than Indebtedness for borrowed money) issued or created incurred in the ordinary course of business in respect of workers’ compensation claims, payment obligations of the Borrower or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation such goods and statutory obligationsservices; (kA) Indebtedness, secured or unsecured, of Foreign Subsidiaries of Holdings in an aggregate principal amount up to the greater of (i) $30,000,000 and (ii) five percent (5.0%) of Consolidated Foreign Assets, (B) Indebtedness, secured or unsecured, of Foreign Subsidiaries, the proceeds of which are used to purchase, acquire, construct, repair, replace or improve fixed or capital assets of such Foreign Subsidiaries; provided, however, that (1) such Indebtedness may only be secured by the assets of such Foreign Subsidiaries and (2) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Consolidated Net Secured Leverage Ratio shall be less than (x) during all periods from the Closing Date through March 31, 2013, 2.25:1.00 and (y) thereafter, 2.00:1.0 and (C) any Permitted Refinancings of any Indebtedness incurred as a result of endorsing negotiable instruments in the ordinary course of businessunder this clause (q). (r) Guarantees by Holdings and its Subsidiaries with respect to Indebtedness permitted under this Section 8.03; (ls) 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, Senior Unsecured Notes 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 $10,000,000 250,000,000 at any one time outstandingoutstanding and any Permitted Refinancing thereof; (nt) all Indebtedness (including Guarantees of Indebtedness) in connection with an Investment in support of a joint venture or a financing by such joint venture expected to be made pursuant to Section 8.02(g); provided, however, that so long as such Indebtedness is outstanding, the type described in Section 8.01(f)principal amount of such Indebtedness (or, not to exceed $250,000 in the aggregate at any one time outstanding; and (ocase of a Guarantee, the maximum amount of such Guarantee) other Indebtedness not shall reduce the amount otherwise permitted by the foregoing clauses of this available pursuant to Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding8.02(g).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Disclosure Letter and Permitted Refinancings thereofapplicable debtor(s)); (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “"market view;”" and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic LeasesLease Obligations) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, provided that (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xi) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing refinancing; (other than by an amount equal f) unsecured Indebtedness in addition to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancingthe Indebtedness described in clauses (a) through (e) and (zg) 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, that, (x) 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 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 through (i) of this Section 8.03(e), shall not exceed in an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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, and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s)); (ng) unsecured Indebtedness of assumed in Permitted Acquisitions and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the type described applicable debtor(s)); (h) secured Indebtedness assumed in Section 8.01(f), Permitted Acquisitions in an aggregate principal amount not to exceed $250,000 in the aggregate 15,000,000 at any one time outstanding, and renewals, refinancings and extensions thereof; and (oi) other Guarantees with respect to Indebtedness not otherwise permitted by the foregoing under clauses (a) through (h) of this Section 8.03, 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 set forth in Schedule 8.03 and renewals, refinancings and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such 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 material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Loan Parties and their Subsidiaries than the terms of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereofIndebtedness being renewed, refinanced or extended; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does not contain any provision exonerating the non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries 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 $10 million at any one time outstanding; provided, that, and (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness contingent liabilities relating to customary indemnification obligations in favor of sellers and purchasers in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingAcquisitions and Dispositions permitted hereunder; (g) Guarantees permitted by Section 8.02 deferred purchase price obligations (other than by reference to this Section 8.03 (or any subincluding earn-clause hereof))out payments) in respect of Permitted Acquisitions; (h) Indebtedness in respect of any agreement providing for treasury, depositary, acquired or cash management services, including assumed in connection with any automated clearing house transfers an Acquisition permitted hereunder, provided that (i) the Indebtedness was not incurred in connection with or in anticipation of funds such Acquisition, and (ii) no Default 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 Event of business; provided, that, any such Indebtedness is extinguished within thirty (30) daysDefault shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis; (i) advances unsecured Permitted Convertible Indebtedness in an original (or deposits notional) aggregate principal amount not to exceed $250 million, and Permitted Bond Hedge Transactions and Permitted Warrant Transactions relating thereto; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, and (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneyAdministrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis; (j) Indebtedness (other than unsecured Indebtedness for borrowed moneymoney of the Borrower in an aggregate principal amount not to exceed $150 million, provided that (i) issued no Default or created 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 ordinary course 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 business such Indebtedness shall not be more restrictive, in respect of workers’ compensation claimsany material respect, payment obligations in connection with healththan the covenants, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation terms and statutory obligationsconditions hereunder; (k) Guarantees with respect to Indebtedness permitted under this Section 8.03; (l) Indebtedness which may be deemed to exist pursuant to any performance, surety, statutory, appeal bonds or similar obligations 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 arising from the honoring by a bank or other financial institution of credita check, banker’s acceptances draft or similar instruments posted instrument, in each case, drawn against insufficient funds in the ordinary course of business in connection with the manufacturing business, provided, that such Indebtedness is extinguished within 5 Business Days of any Product or in connection with the supply chain related to any Product, in an aggregate 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 outstandingits incurrence; (n) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with financing of insurance premiums; provided that the type described in Section 8.01(f), total of all such Indebtedness shall not to exceed $250,000 in the aggregate at any one time outstanding; andamount of such unpaid insurance premiums; (o) other Indebtedness not otherwise permitted by specified above, provided, that the foregoing clauses principal amount of this Section 8.03, such Indebtedness does not to exceed $1,000,000 10 million in the aggregate at any one 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 of the Borrower and its Subsidiaries existing Debt outstanding on the Closing Date date hereof and described listed on Schedule 8.03 7.01 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the Disclosure Letter a reasonable premium or other reasonable amount paid, and Permitted Refinancings thereoffees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (ciii) intercompany Indebtedness permitted under Section 8.02 Guarantees by (A) any Borrower in respect of Debt of any other Borrower, (B) any Material Subsidiary (other than by reference to this Section 8.03 a Borrower) in respect of Debt of a Borrower or (or C) any subMaterial Subsidiary (other than a Borrower) of Debt of any wholly-clause hereof))owned Subsidiary, in each case if such Debt is otherwise permitted hereunder; (div) obligations Consolidated Operating Debt; (contingent or otherwisev) Debt of the a Borrower or any Material Subsidiary existing or arising under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases and purchase money obligations for fixed or Synthetic Leasescapital assets within the limitations set forth in Section 7.02(viii); (vi) hereafter incurred by Debt of any Person that becomes a Material Subsidiary of a Borrower after the Borrower date hereof; provided that (A) such 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 finance any Subsidiary that is not a Borrower if such Debt is expressly subordinated to the purchase prior payment in full of fixed assets, the Obligations on terms reasonably acceptable to the Administrative Agent (provided that such subordination terms shall permit regularly scheduled payments of principal and renewals, refinancings and extensions thereof; provided, that, (w) interest if no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect theretocontinuing), (xB) such Indebtedness when incurred shall any Borrower owing to any other Borrower and (C) any Subsidiary that is not exceed the purchase price a Borrower owing to any Borrower or Subsidiary thereof; (ix) obligations and liabilities (whether directly or as a guarantor) 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 Material 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 arising under 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasury, depositary, cash management, custodial, automated clearinghouse or cash management services, including in connection with any automated clearing house transfers transfer of funds services or any arrangements or similar transactions, securities settlements, assumed settlement, netting services, overdraft protections services and other cash management and similar arrangements, in each case arrangements incurred in the ordinary course of business; provided, that, and (x) Debt of a Borrower or any such Indebtedness is extinguished within thirty (30) days; Material Subsidiary not otherwise permitted under clauses (i) advances or deposits through (ix) above, provided that both prior to, and after giving effect to, the incurrence of such Debt on a pro forma basis, the Borrowers shall be 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 compliance with the manufacturing covenants in Section 7.09; provided that the sum of any Product or in connection with the supply chain related to any Product, in an aggregate amount (i.e., x) the aggregate stated principal amount of such letters Unsubordinated Debt plus (y) the aggregate outstanding amount of credit, banker’s acceptances Debt and similar instrumentsother obligations secured by Liens incurred pursuant to Section 7.02(xxix) not to shall at no time exceed $10,000,000 at any one time outstanding; (n) Indebtedness 5% of the type described in 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 8.01(f4.01(a)(viii), not to exceed $250,000 in the aggregate at any one time outstanding; and (oSection 6.01(i) other Indebtedness not otherwise permitted by the foregoing clauses of this or Section 8.036.01(ii), not to exceed $1,000,000 in the aggregate at any one time outstandingas applicable.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:; (a) Indebtedness under the Loan DocumentsObligations, Hedging Liability (other than for speculative purposes), and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations of the Borrower and its Restricted Subsidiaries; (b) Indebtedness owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons other than Lenders (or their Affiliates); (c) intercompany Indebtedness among the Borrower and its Restricted Subsidiaries to the extent permitted by Section 6.17; (d) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital expenditures, whether through the direct purchase of assets or the purchase of capital stock of any Person owning such assets; provided that the aggregate principal amount of Indebtedness outstanding under this clause (d), together with any Refinancing Indebtedness incurred under clause (r) below in respect thereof, shall not exceed the greater of $75.0 million and 1.0% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1(a) or (b), but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination); (e) Indebtedness of the Borrower and its Restricted Subsidiaries existing not otherwise permitted by this Section; provided that the aggregate amount of Indebtedness outstanding under this clause (e) shall not exceed the greater of $300.0 million and 4.0% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on the Closing Date or prior to such date pursuant to Section 6.1(a) or (b), but giving effect to any Specified Transaction occurring thereafter and described on Schedule 8.03 or prior to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)date of determination); (df) obligations Contingent Obligations incurred by (contingent or otherwisei) any Restricted Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary existing or arising that is permitted to be incurred under any Swap Contract, provided, that, such obligations are this Agreement and (or wereii) entered into by such Person 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations Borrower in respect of Capital Leases or Synthetic Leases) hereafter Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement; provided that any such Contingent Obligations incurred by the Borrower or any Subsidiaries Loan Party with respect 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, that, (x) 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 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 any Subsidiary that is not a Loan Party, must not be prohibited by Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding6.17; (g) Guarantees permitted by Section 8.02 (other 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 Contingent Obligations incurred in the ordinary course of business in respect of workers’ compensation claimsobligations to suppliers, payment customers, franchisees, lessors, licensees or distribution partners; (i) unsecured (other than vendor’s liens arising by operation of law) Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with healthsuch goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (i) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, disability adjustment of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any Person acquiring all or any portion of such business, assets or capital stock for the purpose of financing such acquisition; (j) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for earn-outs, indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with Permitted Acquisitions or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligationsinvestments permitted under Section 6.17; (k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred as a result in the ordinary course of endorsing negotiable instruments business and not in connection with the borrowing of money or Hedge Agreements; (l) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (m) Indebtedness representing deferred compensation or similar arrangements to employees, consultants or independent contractors of the Borrower (or its direct or indirect parent) and its Restricted Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with the consummation of the Transactions or any Permitted Acquisition or other investment whether consummated prior to the Restatement Effective Date or permitted under Section 6.17; (n) Indebtedness consisting of promissory notes issued to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Borrower or any of its direct or indirect parent companies permitted by Section 6.18; (o) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (lp) Indebtedness constituting Earn Out Obligations or obligations of the Borrower and its Restricted Subsidiaries in respect of working capital adjustment requirements under existence on 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))Restatement Effective Date and set forth in all material respects on Schedule 6.14; (mq) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to outstanding bankers’ acceptances and letters of credit, banker’s acceptances or similar instruments posted credit issued in the ordinary course of business business, including letters of credit in respect of workers’ compensation laws, unemployment insurance laws or similar legislation, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (r) the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness which serves to refund or refinance any Indebtedness permitted under clauses (a), (d), (p), (q), (s), (u), (v), (w), (x) and (y) of this Section 6.14 or any Indebtedness issued to so refund, replace or refinance (herein, “refinance”) such Indebtedness, including, in each case, additional Indebtedness incurred to pay accrued but unpaid interest, premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (A) (other than with respect to Refinancing Indebtedness that refinances Indebtedness incurred under clause (a) of this Section 6.14) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced; (B) to the extent such Refinancing Indebtedness refinances Indebtedness permitted under clause (a) of this Section 6.14 (i) if secured (w) is secured only by the Collateral and on a pari passu or subordinated basis with the Obligations, (x) is subject to customary intercreditor arrangements, the material terms of which are reasonably satisfactory to the Administrative Agent, (y) in the case of the refinancing of any Term Facility shall not have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced and (z) in the case of the refinancing of any Revolving Facility does not have required scheduled amortization or commitment reductions earlier than the Revolving Credit Termination Date, (ii) has a maturity date no earlier than the latest maturity date of the relevant tranche or Class of Facilities being refinanced or replaced and (iii) has terms (excluding pricing, fees, rate floors, optional prepayment or redemption terms, subordination terms (such subordination terms to be on current market terms) and maturity date) that are not, when taken as a whole, materially more favorable to the lenders providing such Refinancing Indebtedness than those applicable to the relevant tranche or Class of Facilities being refinanced or replaced (except for covenants or other provisions applicable only to periods after the then-existing latest final maturity date of the relevant tranche or Class of Facilities being refinanced or replaced) or are on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith); (C) to the extent such Refinancing Indebtedness refinances Indebtedness that was originally (1) subordinated or pari passu to the Obligations (other than Indebtedness incurred under clause (w) of this Section 6.14), such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded, (2) secured by the Collateral on a pari passu or junior basis, such Refinancing Indebtedness is secured only by the Collateral and only to the extent as the Indebtedness being refinanced or refunded (but, for the avoidance of doubt, may be unsecured), (3) secured by assets other than the Collateral, such Refinancing Indebtedness is secured only by assets other than the Collateral or (4) unsecured, such Refinancing Indebtedness is unsecured; and (D) shall not include Indebtedness of a non‑Loan Party that refinances Indebtedness of a Loan Party. (s) Indebtedness of (x) the Borrower or any Subsidiary incurred to finance a permitted Acquisition or (y) Persons that are acquired by the Borrower or any Subsidiary or merged into the Borrower or a Subsidiary in a permitted Acquisition in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary in connection with such permitted Acquisition; provided that such Indebtedness under this clause (y) is not incurred in contemplation of such permitted Acquisition; provided further that: (A) no Default exists or shall result therefrom; (B) any Indebtedness incurred in reliance on clause (x) of this Section 6.14(s) shall not be secured by a Lien and shall not mature or require any payment of principal, in each case, prior to the manufacturing date which is 91 days after the Term B Termination Date; (C) in the case of any Product or Indebtedness incurred in connection with the supply chain related to any Product, in an aggregate amount reliance on clause (i.e., y) of this Section 6.14(s) the aggregate stated principal amount of such letters of creditIndebtedness that is secured by any Lien, banker’s acceptances and similar instruments) together with all Refinancing Indebtedness in respect thereof, shall not to exceed $10,000,000 150.0 million; and (D) subject to subclause (C) above, immediately prior to, and after giving effect to such permitted Acquisition, at any one time outstandingthe Borrower’s option either on the date of execution of the related acquisition agreement or on the date such Acquisition is consummated, the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22 recomputed as of the last day of the most recently completed period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b); (nt) Indebtedness of the type described Borrower or any of its Restricted Subsidiaries supported by a letter of credit in Section 8.01(f), a principal amount not to exceed $250,000 in the aggregate at any one time outstanding; andface amount of such letter of credit; (ou) other Indebtedness not otherwise permitted secured or unsecured notes issued in lieu of Incremental Facilities (such notes, “Incremental Equivalent Debt”); provided that if secured (i) is secured only by the foregoing Collateral and on a pari passu or subordinated basis with the Obligations and (ii) is subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and provided, further that any such Incremental Equivalent Debt (x) otherwise satisfies clauses (A), (B), (D), (F), (I), (J) and (K) of this Section 8.032.14(a) as if such Incremental Equivalent Debt were an Incremental Facility and (y) does not exceed the Incremental Cap; (v) senior subordinated or subordinated unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that the terms of such Indebtedness (excluding pricing, fees, rate floors, optional prepayment or redemption terms and subordination terms (such subordination terms to be on current market terms)) are not, when taken as a whole, materially more favorable (as reasonably determined by the Borrower in good faith) to the lenders providing such Indebtedness than those applicable to the Facilities (other than any covenants or any other provisions applicable only to periods after the Final Maturity Date (in each case, as of the incurrence of such Indebtedness)) or is otherwise on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith) and provided further, that, after giving effect thereto, (i) the Leverage Ratio does not exceed 5.75:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) and (ii) no Event of Default shall have occurred and be continuing or would result therefrom; (w) senior unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that the terms of such Indebtedness (excluding pricing, fees, rate floors, optional prepayment or redemption terms and subordination terms (such subordination terms to be on current market terms)) are not, when taken as a whole, materially more favorable (as reasonably determined by the Borrower in good faith) to the lenders providing such Indebtedness than those applicable to the Facilities (other than any covenants or any other provisions applicable only to periods after the Final Maturity Date (in each case, as of the incurrence of such Indebtedness)) or is otherwise on current market terms for such type of Indebtedness or is otherwise on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith) and provided further that, after giving effect thereto, (i) the Leverage Ratio does not exceed $1,000,000 in 5.75:1.00, calculated on a Pro Forma Basis as of the aggregate at last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) and (ii) no Event of Default shall have occurred and be continuing or would result therefrom; (x) additional secured Indebtedness of the Borrower or any one time outstanding.of its Restricted Subsidiaries provided that after giving effect thereto, the Senior Secured Leverage Ratio does not exceed 4.85:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) and provided further that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Indebtedness (A) is secured by the Collateral only, (B) if secured on a pari passu basis with the Obligations, consists of notes, (C) otherwise satisfies clauses (A), (B),

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof listed on Schedule 7.03 and any refinancings, 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) in the case of any such Indebtedness of the Borrower, no Subsidiary of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereofthat is not a Subsidiary Guarantor shall become liable in respect of such Indebtedness; (ci) intercompany Indebtedness permitted under Section 8.02 (other than by reference Guarantees) (A) of the Borrower to this Section 8.03 any of its wholly-owned Subsidiaries, (B) of any wholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any wholly-owned Subsidiary of Discovery) to the Borrower or any subother such Subsidiary, and (C) of any non-clause hereofwholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any non-wholly-owned Subsidiary of Discovery) to the Borrower or any wholly-owned Subsidiary of the Borrower; and (ii) Guarantees (A) of the Borrower in respect of Indebtedness otherwise permitted hereunder of any wholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any wholly-owned Subsidiary of Discovery), and (B) of any Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any Subsidiary of Discovery) in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any non-wholly-owned Subsidiary of Discovery); (d) obligations (contingent or otherwise) of the Borrower or any of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiary of Discovery) existing or arising under any Swap Contract, provided, that, ; 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Personthe Borrower or any of its Subsidiaries, or changes in the 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-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 Leases, Synthetic Lease Obligations and purchase money obligations for fixed or Synthetic Leasescapital assets within the limitations set forth in Section 7.01(k); provided, however, that the aggregate amount of all such Indebtedness outstanding on any date, together with, without duplication (A) hereafter all other then outstanding secured Indebtedness of the Borrower and its Subsidiaries permitted pursuant to this Section 7.03(e), (B) secured Indebtedness of the Borrower and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(b), (C) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), (D) secured Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(f), and (E) other Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(g) , in aggregate, shall not exceed the Permitted Priority Amount on such date; (f) other secured Indebtedness of the Borrower and its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, Subsidiaries of Discovery); provided that (i) at the time of the incurrence of such Indebtedness no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence giving Pro Forma Effect to such Indebtedness, and (ii) the Indebtedness incurred pursuant to this Section 7.03(f) on any date, together with, without duplication, all then outstanding (A) other secured Indebtedness of the Borrower and its Subsidiaries incurred pursuant to this Section 7.03(f), (B) secured Indebtedness of the Borrower and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(b), (C) unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(g), (D) Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(e), (E) [reserved] and (F) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), in aggregate, does not exceed the Permitted Priority Amount on such date; (g) unsecured Indebtedness of the Borrower and its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, Subsidiaries of Discovery); provided that (i) at the time of the incurrence of such Indebtedness no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence after giving Pro Forma Effect to such Indebtedness and (ii) in the case of the incurrence of any such Indebtedness by a Subsidiary of the Borrower that is not a Subsidiary Guarantor on any date, such Indebtedness, together with, without duplication, all then outstanding (A) other Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors incurred pursuant to this Section 7.03(g), (B) secured Indebtedness of the Borrower and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(b), (C) secured Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(f), (D) Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(e), (E) [reserved] and (F) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), in aggregate, does not exceed the Permitted Priority Amount on such date; (h) Indebtedness of the Borrower or any of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiaries of Discovery) incurred in the ordinary course of business as an account party in respect of (i) letters of credit or (ii) any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature; (i) Indebtedness of Discovery and its Subsidiaries outstanding (or pursuant to commitments outstanding) as of the Closing Date so long as (except for Indebtedness incurred under Discovery’s revolving credit facility) such Indebtedness was not incurred in contemplation of the Combination Transactions and any refinancings, refundings, renewals or extensions thereof (which refinancing, refunding, renewal or extension may be incurred by the Borrower or any Subsidiaries to finance of its Subsidiaries); provided that the purchase amount 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 is 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 increased at the time of such refinancing (other than refinancing, refunding, renewal or extension except by an amount equal to unpaid interest and a reasonable premium thereonor other reasonable amount paid, and any underwriting discounts, fees, commissions fees and expenses associated reasonably incurred, in connection with such refinancing; (j) Indebtedness of the Borrower and/or its Subsidiaries incurred pursuant to the Borrower Securities, the Combination Bonds and/or Bridge Facility and (z) the total of all such Indebtedness incurred in reliance on this clause any refinancings, refundings, renewals or extensions thereof; provided that (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, that, (x) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon is not increased at the time of such refinancing (other than refinancing, refunding, renewal or extension except by an amount equal to unpaid interest and a reasonable premium thereonor other reasonable amount paid, and any underwriting discounts, fees, commissions fees and expenses associated reasonably incurred, in connection with such refinancing), (y) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment refinancing and (z) the total of all such Indebtedness assumed in reliance on this clause (ii) for all such Persons taken together, together with the total no Subsidiary of all Indebtedness incurred by the Borrower (and, solely upon and its Subsidiaries after the consummation of the Combination Transactions, no Subsidiary of Discovery) that is not a Subsidiary Guarantor shall become liable in reliance on clause (i) respect of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstandingsuch Indebtedness; (fk) Indebtedness in respect of obligations relating to corporate credit cardsunder the ▇▇ ▇▇▇▇▇ and any refinancings, purchase cards refundings, renewals or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 arrangementsextensions thereof, in each case in a maximum principal amount at any time outstanding not exceeding in the ordinary course aggregate the amount equal to (i) the amount outstanding under such Indebtedness on the Effective Date plus (ii) in the event of business; provided, that, any refinancing of any such Indebtedness is extinguished within thirty (30) daysIndebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; (il) advances Indebtedness of the Borrower or deposits any of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiaries of Discovery) pursuant to a Permitted Securitization Financing; (m) Indebtedness consisting of or relating to the sale, transfer, distribution, or financing of motion pictures, video and television programs, sound recordings, books or rights with respect thereto or with groups who may receive tax benefits or other third-party investors in connection with the financing and/or distribution of such motion pictures, video and television programming, sound recordings or books 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 and 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 granting to 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 (Borrower or any sub-clause hereof)); (m) Indebtedness with respect of its Subsidiaries of rights to outstanding letters of creditdistribute such motion pictures, banker’s acceptances video and television programming, sound recordings 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 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 outstandingbooks; (n) Indebtedness of the type described Borrower or any of its Subsidiaries incurred prior to the consummation of the Combination Transactions in Section 8.01(f)connection with any intercompany receivables, not to exceed $250,000 payables, loans and balances between AT&T or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries, on the other hand, including in connection with the aggregate at any one time outstandingsatisfaction or settlement thereof; and (o) other Indebtedness not otherwise permitted incurred by the foregoing clauses Borrower or any of this Section 8.03its Subsidiaries pursuant to or in connection with the Transactions (including, not to exceed $1,000,000 in for the aggregate at avoidance of doubt, any one time outstandingIndebtedness permitted under the Transaction Agreements).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date and described set forth on Schedule 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 Disclosure Letter Loan Parties and Permitted Refinancings thereoftheir Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 8.02 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party (other than by reference i) such Indebtedness shall be subordinated to this Section 8.03 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 any sub-clause hereof))after giving effect to such prepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or capital leases and Synthetic LeasesLease Obligations) hereafter incurred by the Borrower or any Subsidiaries 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) $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; provided, that, and (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) Subordinated Indebtedness; provided, that (yi) 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 Borrower is in compliance with the financial covenants set forth in Section 8.11; (g) Guarantees with respect to Indebtedness permitted under this Section 8.03; 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 be refinanced for a principal not exceed the amount in excess of the principal balance outstanding thereon at the time of Net Cash Proceeds received from 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 Dispositions; (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 capital leases and Synthetic Lease Obligations) of a Subsidiary outstanding on the date such Subsidiary was acquired by the Borrower or Synthetic Leases) any of its Subsidiaries or assumed in connection with the Acquisition of assets from a Person in a Permitted Acquisition or other Investment permitted by Section 8.02, Acquisition; provided that was incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) no such Indebtedness shall be refinanced for a aggregate 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) all such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment and (z) the 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 $1,000,000 2,000,000 at any one time outstanding; (fj) 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 respect connection with the financing of obligations relating to corporate credit cards, purchase cards or bank card products, insurance premiums in an amount not to exceed $1,000,000 the annual premiums in the aggregate respect thereof at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (hm) Indebtedness of Foreign Subsidiaries in respect an aggregate principal amount not to exceed the greater 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 $50,000,000 and (ii) 3% of Consolidated Total Assets (as of the ordinary course last day of business from customers, vendors or partners andthe fiscal quarter of the Borrower most recently ended for which financial statements are available), 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 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) 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 type described Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.01(f)8.11 and (C) after giving effect to the incurrence of any such Permitted Convertible Indebtedness, not to exceed $250,000 in the aggregate at any one time outstandingno 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 not otherwise permitted by are no more restrictive than the foregoing clauses 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 8.038.11 and (D) after giving effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), not to exceed $1,000,000 in the aggregate at any one time outstandingno Default or Event of Default shall exist or be continuing.

Indebtedness. CreateThe Borrower will not permit any Company to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (bi) Indebtedness of the Borrower and its the Guarantors incurred or existing pursuant to this Agreement and the other Loan Documents; (a) unsecured Indebtedness of the Borrower under the Senior Subordinated Notes and the Senior Subordinated Notes Indenture in an aggregate principal amount for all Indebtedness at any time outstanding pursuant to this clause (ii) not to exceed $475,000,000, and the Contingent Obligations of the Guarantors in respect thereof, and (b) additional unsecured Subordinated Indebtedness of the Borrower in an aggregate principal not to exceed $300,000,000 at any one time outstanding, and Contingent Obligations of the Guarantors in respect thereof; (iii) Existing Indebtedness of the Borrower and the Subsidiaries existing to the extent actually outstanding on the Closing Date and described as the same is listed on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof6.22, but no refinancings or renewals thereof other than as permitted by clause (xv) below; (civ) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap ContractInterest Rate Protection Agreements, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “"market view;”" (ev) Indebtedness of the Borrower and the Subsidiaries under Other Hedging Agreements entered into in the ordinary course of business and so long as any such Other Hedging Agreement is not speculative in nature and is (ix) purchase money related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases permitted hereunder from foreign suppliers or (y) entered into to protect the Borrower and the Subsidiaries against fluctuation in the price of raw materials used in the business; (vi) Attributable Indebtedness (including obligations of the Borrower and the Subsidiaries in respect of Capital Leases or and/or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, Leases (including Capital Leases 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 refinancingSynthetic Leases arising from Permitted Sale-Leaseback Transactions) and (z) the total Indebtedness 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 the 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) representing purchase money Indebtedness secured by Liens permitted pursuant to Section 8.01(vii), provided that the sum (including obligations in respect without duplication) of Capital Leases or Synthetic Leases(a) 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, that, (x) no such Indebtedness shall be refinanced for a aggregate outstanding 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 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 and/or the Subsidiaries in reliance on pursuant to this clause (ivi), plus (b) the aggregate outstanding principal amount of all Indebtedness incurred or assumed by the Borrower and/or the Subsidiaries pursuant to clause (xii) below, plus (c) the aggregate outstanding principal amount of all Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this Section 8.03(e)clause (vi) or clause (xii) below, shall not exceed an aggregate principal amount the sum of (1) $1,000,000 at any one time outstanding75,000,000 plus (2) the Permitted Expenditure Amount; (fvii) intercompany Indebtedness in respect and Contingent Obligations of obligations relating the Borrower and the Subsidiaries outstanding to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingextent permitted by Section 8.05; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (hviii) Indebtedness in respect under performance bonds, letter of any agreement providing credit obligations to provide security for treasuryworker's compensation claims, 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 Health Choice medical claims liability and other cash management and similar arrangementsbank overdrafts, in each case incurred in the ordinary course of business; provided, that, provided that any obligations arising in connection with such bank overdraft Indebtedness is extinguished within thirty (30) daysfive Business Days; (iix) advances Indebtedness of the Borrower and the Subsidiaries which may be deemed to exist pursuant to their respective obligations to pay Dividends permitted by Section 8.03 after same have been declared; (x) Contingent Obligations of the Borrower and the Subsidiaries in respect of Indebtedness consisting of loans by third Persons to officers and employees of the Borrower and the Subsidiaries in an aggregate principal amount not to exceed $500,000 outstanding at any time; (xi) Indebtedness of the Borrower or deposits any of the Subsidiaries which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments and similar obligations in connection with acquisitions or sales of assets (including Capital Stock and/or businesses) effected in accordance with the ordinary course requirements of business from customersthis Agreement (so long as any such obligations are those of the Person making the respective acquisition or sale, vendors and are not guaranteed by any other Person other than the Borrower); (xii) Indebtedness of a Subsidiary acquired pursuant to an Acquisition (or partners andIndebtedness assumed by the Borrower or any Subsidiary pursuant to an Acquisition as a result of a merger or consolidation or the acquisition of Property securing such Indebtedness) (the "Permitted Acquired Debt"), so long as (w) such Indebtedness was not incurred in each caseconnection with, or in anticipation or contemplation of, such Permitted Acquisition, (x) if such Indebtedness is secured, such Indebtedness does not constituting Indebtedness constitute debt for borrowed money, it being understood and agreed that Capital Leases, Synthetic Leases and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (xii) and (y) the sum of (1) the aggregate outstanding principal amount of all Indebtedness incurred by the Borrower and/or the Subsidiaries pursuant to clause (vi) above, plus (2) the aggregate outstanding principal amount of all Indebtedness incurred or assumed by the Borrower and/or the Subsidiaries pursuant to this clause (xii), plus (3) the aggregate outstanding principal amount of all Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to clause (vi) above or this clause (xii), shall not exceed (A) $75,000,000 plus (B) the Permitted Expenditure Amount; (jxiii) Indebtedness (other than Indebtedness for borrowed money) issued with respect to completion guarantees, performance bonds, surety bonds or created customs bonds required 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 15,000,000 at any one time outstanding; (nxiv) additional unsecured Indebtedness of the type described in Borrower and the Subsidiaries not otherwise permitted pursuant to this Section 8.01(f)8.04, not to exceed $250,000 in so long as the aggregate principal amount of all Indebtedness incurred pursuant to this clause (xiv) does not exceed at any one time outstandingoutstanding the sum of (a) $25,000,000 plus (b) the Permitted Expenditure Amount; and (oxv) other Permitted Refinancing Indebtedness not otherwise permitted by and Permitted Subordinated Refinancing Indebtedness, so long as no Default or Event of Default is in existence at the foregoing clauses time of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingincurrence of such Permitted Refinancing Indebtedness and immediately after giving effect thereto.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date and described (or, in the case of any revolving credit facility, available to be drawn thereunder) set forth on Schedule 8.03 to the Disclosure Letter (and Permitted Refinancings renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness (or, in the case of any revolving credit facility, the maximum principal amount available to be drawn thereunder) 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 not materially less favorable 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 8.02 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary or an Excluded Subsidiary (other than i) such Indebtedness shall be subordinated by reference its terms in right of payment to this Section 8.03 the prior payment of the Obligations and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or any sub-clause hereof))after giving effect to such prepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or capital leases and Synthetic LeasesLease Obligations) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase purchase, construction or improvement 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) provided that such Indebtedness when incurred shall not exceed the purchase price or construction or improvement cost of the asset(s) financed, ; (yf) no Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder if either (i) such Indebtedness shall be refinanced for a principal amount in excess is of the principal balance outstanding thereon type described in Section 8.03(e) or (ii) after giving effect to such transaction and Indebtedness on a Pro Forma Basis at the time such Person becomes a Subsidiary, the Loan Parties are in compliance with the financial covenants set forth in Section 8.11; provided that any such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation of such refinancing Person’s becoming a Subsidiary of the Borrower; (g) Indebtedness secured by a Lien on any asset of the Borrower or any Subsidiary (other than by an Collateral), provided that the aggregate outstanding principal 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 (ig) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))50,000,000; (h) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds incurred in respect the ordinary course of any agreement providing for treasury, depositary, or cash management services, including business; (i) Indebtedness arising in connection with any automated clearing house transfers customary Cash Management Agreements and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds or any similar transactions, securities settlements, assumed settlement, netting services, overdraft protections and other cash management and similar arrangementsfrom the endorsement of instruments for collection, in each case in the ordinary course of business; provided, that, any such Indebtedness is extinguished within thirty (30) days; (ij) advances or customer deposits and advance payments received in the ordinary course of business from customers, vendors customers for goods 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 services purchased in the ordinary course of business; (k) Indebtedness consisting of obligations under repurchase agreements constituting Cash Equivalents at the time such Investment was made; (l) Indebtedness constituting Earn Out Obligations or obligations in respect of working capital adjustment requirements arising under the agreements used to consummate a any Permitted Acquisition or other Investment permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))Call Spread Swap Agreement; (m) Indebtedness with respect to outstanding letters contemplated by, and meeting the requirements of, Section 6.14 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 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 outstandingAcquisition Agreement; (n) other unsecured Indebtedness of so long as after giving effect to the type described incurrence thereof on a Pro Forma Basis, the Loan Parties are in compliance with the financial covenants set forth in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding8.11; and (o) other Guarantees with respect to Indebtedness not otherwise of the Borrower or any Subsidiary permitted by the foregoing clauses of under this Section 8.03, provided that any Guarantee of Indebtedness permitted under Section 8.03(b) (to the extent such Guarantee is not to exceed $1,000,000 in permitted under Section 8.03(b)) may only be given by a Loan Party if the aggregate at any one time outstandingobligor on such Indebtedness is a Loan Party.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under (i) the Loan DocumentsDocuments or (ii) letter of credit arrangements, Cash Management Agreements, interest rate, currency, foreign exchange, or commodity Swap Contracts or any other agreement, in each case entered into between the Borrower and, at the time of the entry into such arrangement or agreement, a Lender or any Affiliates of a Lender, or thereafter, the applicable counterparty; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date date hereof and described listed on Schedule 8.03 9.3 and any refinancings, 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 Disclosure Letter terms relating to principal amount, amortization, maturity, collateral (if any) and Permitted Refinancings thereofsubordination (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 consistent with then-prevailing market terms; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (Guarantees of the Borrower or any subSubsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-clause hereof))owned Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary party to a Subsidiary Guaranty existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”;” (e) unsecured Indebtedness owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall be (i) purchase money evidenced by promissory notes and on terms (including, if such Indebtedness is owed by the Borrower to a Subsidiary, subordination terms) acceptable to the Administrative Agent and (including obligations in respect ii) otherwise permitted under the provisions of Capital Leases or Synthetic LeasesSection 9.2 [Investments]; (f) hereafter incurred by unsecured Indebtedness of the Borrower or any Subsidiaries Subsidiary party 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 Subsidiary Guaranty at any time outstanding in an aggregate principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (other than by not to exceed an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancingthe result of (i) and $500,000,000.00 minus (zii) the total aggregate amount of Indebtedness incurred pursuant to Section 2.10(a); and (g) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 9.1(i); provided, however, that the aggregate amount 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding3,000,000.00.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof8.03; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) Indebtedness in respect of Swap Contracts entered into by the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person of its Subsidiaries 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market viewspeculative purposes;” (e) (i) purchase money Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance of its Subsidiaries; provided that (i) the purchase total of fixed assets, and renewals, refinancings and extensions thereofall such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness of the Borrower under the Convertible Notes in respect of obligations relating to corporate credit cards, purchase cards or bank card products, an aggregate principal amount not to exceed $1,000,000 in the aggregate at any one time outstanding70,000,000; (g) Guarantees permitted by Section 8.02 Indebtedness of Canadian Subsidiaries arising from trade payables unpaid for more than ninety (90) days in the aggregate amount not in excess of $2,500,000, and other than by reference Indebtedness of any Canadian Subsidiary in an aggregate principal amount not to this Section 8.03 (exceed $5,000,000; provided, that such Indebtedness is not directly or indirectly recourse to the Borrower or any sub-clause hereof));Guarantor or of their respective assets; and (h) Indebtedness in respect of any agreement providing for treasury, depositaryPerson that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or cash management services, including Indebtedness of any Person that is assumed by any Subsidiary in connection with any automated clearing house transfers an acquisition of funds or any similar transactionsassets by such Subsidiary in an acquisition permitted hereunder, 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 provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is extinguished within thirty so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (30or such merger or consolidation) daysor such assets being acquired and (ii) neither the Borrower nor any Subsidiary (other than such Person or the Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness; (i) advances endorsements for collection, deposit or deposits in the ordinary course negotiation and warranties of business from customers, vendors products or partners andservices, 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 case incurred as a result of endorsing negotiable instruments in the ordinary course of business; (j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (k) Indebtedness under bid bonds, performance bonds, surety bonds and similar obligations, in each case, incurred by the Borrower or any of its Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (l) Indebtedness constituting arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions permitted hereunder or permitted dispositions and Earn Out Obligations or obligations required to be paid in respect of working capital adjustment requirements under the agreements used to consummate a connection with Permitted Acquisition or other Investment permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))Acquisitions; (m) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted finance insurance premiums owing in the ordinary course of business business; (n) to the extent constituting Indebtedness, obligations under any Treasury Management Agreements entered into in the ordinary course of business; (o) unsecured Subordinated Indebtedness of the Loan Parties; provided that (i) such Subordinated Indebtedness shall not mature, and no scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments of any Subordinated Indebtedness shall be required, at any time on or prior to the date that is six (6) months after the Maturity Date, except as a result of a “change of control” or default thereunder, (ii) the Subordinated Indebtedness shall not include any financial maintenance covenants and the terms thereof shall otherwise not be more restrictive in any respect on the Loan Parties than the provisions of this Agreement, (iii) the Loan Parties would be in compliance with the covenants set forth in Section 8.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to the incurrence of such Subordinated Indebtedness for which the financial statements and certificates required by Section 7.01(a) or 7.01(b), as the case may be, and Sections 7.02(a) and 7.02(b) have been delivered, after giving pro forma effect to such incurrence and to any other event occurring after such period as to which pro forma recalculation is appropriate, (iv) no Default or Event of Default shall have occurred and be continuing at the time of incurrence and (v) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (p) unsecured Indebtedness owed in respect of seller notes issued in connection with Permitted Acquisitions, provided that such Indebtedness (i) shall be subordinated to the manufacturing Obligations in a manner reasonably satisfactory to the Administrative Agent and (ii) shall not mature, and no payments or prepayments shall be required, at any time prior to the date that is six months after the Maturity Date; (q) provided that no Default or Event of Default has occurred and is continuing at the time of incurrence, additional Indebtedness of any Product or in connection with the supply chain related to any Product, Loan Party 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 (r) all Permitted Refinancing Indebtedness in respect of Indebtedness of the types referred to in clauses (b) through (h) and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingabove.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such 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 of such renewal, refinancing or extension shall not be materially less favorable to the Borrower and its Subsidiaries existing on than the Closing Date and described on Schedule 8.03 to terms of the Disclosure Letter and Permitted Refinancings thereofIndebtedness being renewed, refinanced or extended); (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; provided, that, and (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; (yf) no such other unsecured 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 not to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) 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 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 $1,000,000 at any one time outstanding; (fg) the Nokia Indebtedness in an aggregate principal amount not to exceed the principal amount outstanding on the Closing Date (less any prepayments or repayments thereof after the Closing Date); (h) Indebtedness of Foreign Subsidiaries, provided that the aggregate principal amount thereof shall not exceed 3,000,000 Euros (the “Foreign Subsidiary Debt”); (i) Indebtedness of EURL LCCUK Algeria and LCC United Kingdom Limited, Ltd. in respect of obligations relating to corporate credit cards, purchase cards or bank card products, an aggregate principal amount not to exceed $1,000,000 in the aggregate 2,000,000 at any one time outstanding; (gi) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect the Seller Note minus the amount of any agreement providing for treasury, depositary, or cash management services, including in connection with principal payments thereon and (ii) Subordinated Debt minus the amount of 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 businessprincipal payments thereon; 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 Guarantees 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 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of under this Section 8.03, not provided neither the Borrower nor any Domestic Subsidiary shall be permitted to exceed $1,000,000 in Guarantee the aggregate at Indebtedness of any one time outstandingForeign Subsidiary.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower PRA and its Subsidiaries existing on the Closing Date and described on set forth in Schedule 8.03 and any renewals, amendments or replacements thereof; provided that the amount of such Indebtedness is not increased at the time of such renewal, amendment or replacement thereof, except by an amount equal to the Disclosure Letter a reasonable premium or other reasonable amount paid, and Permitted Refinancings thereoffees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Indebtedness resulting from Investments permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower PRA or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower PRA or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate principal amount of all such Indebtedness incurred in any year for all such Persons taken together shall not exceed two percent (2%) of PRA’s Consolidated Tangible Net Worth for the immediately preceding fiscal year; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) 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 refinancing, except by an amount equal to unpaid interest and a reasonable premium thereonor other reasonable amount paid, and any underwriting discounts, fees, commissions fees and expenses associated with such refinancing) and (z) the total of all such Indebtedness reasonably 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, that, (x) 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 and 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 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 $1,000,000 at any one time outstandingexisting commitments unutilized thereunder; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstandingPermitted Subordinated Debt; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance or surety bonds issued for the account of any sub-clause hereof))Loan Party; (h) Indebtedness in respect arising from the honoring by a bank or other financial institution of any agreement providing for treasurya check, depositary, draft or cash management services, including in connection with any automated clearing house transfers of similar instrument drawn against insufficient 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 Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneybusiness; (j) Indebtedness (other than Indebtedness for borrowed money) issued or created in the ordinary course form of business in respect of workers’ compensation obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out obligations, early retirement or termination obligations, pension fund obligations or contributions and similar claims, payment obligations or contributions incurred in connection with health, disability any Permitted Acquisition or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligationsthe Aktiv Kapital Acquisition; (k) Indebtedness incurred as a result consisting of endorsing negotiable instruments the financing of insurance premiums in the ordinary course of business; (l) Indebtedness constituting Earn Out Obligations or obligations of any Subsidiary in respect of working capital adjustment requirements under the agreements used connection with assets acquired pursuant to consummate a Permitted Acquisition after the Closing Date or other Investment Indebtedness of any Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition; provided that such Indebtedness exists at the time of any such Permitted Acquisition and is not created in contemplation or in connection with such Permitted Acquisition (and, in each case, any refinancing thereof on the terms permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof8.03(b)); (m) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted PRA in the ordinary course form of business in connection with senior, unsecured convertible notes (including the manufacturing of any Product or in connection with the supply chain related to any Product, indenture) in an aggregate 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 300,000,000 (the “Initial Permitted Convertible Notes”); provided, that (i) no Default or Event of Default has occurred or is continuing, or would result from the issuance of such Indebtedness and (ii) such Indebtedness shall not have a maturity date or be subject to any one time outstanding; (n) Indebtedness form of redemption within 180 days of the type described Maturity Date hereunder, other than pursuant to conversion of the Initial Permitted Convertible Notes, customary provisions requiring redemption upon a “change of control” (as defined in Section 8.01(fthe documentation relating to any Permitted Convertible Notes), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses occurrence of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.a Fundamental Change or acceleration upon an event of default;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date date hereof and described listed on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof7.03; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (Guarantees of the Borrower or any sub-clause hereof))Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or Synthetic Leases) hereafter incurred by capital assets within the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereoflimitations set forth in Section 7.01(i); provided, thathowever, (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 that the purchase price of the asset(s) financed, (y) no such Indebtedness shall be refinanced for a principal aggregate 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 shall not exceed $25,000,000; (f) Subordinated Debt of the Borrower or any Guarantor; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $350,000,000; (g) intercompany Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries permitted by Section 7.02 that by its express terms is Subordinated Intercompany Debt; (iii) purchase money Indebtedness assumed by Borrower or any Subsidiary (including obligations in respect whether by merger, operation of Capital Leases law or Synthetic Leasesotherwise) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02, that was incurred not created in anticipation of such Permitted Acquisition and (ii) Indebtedness of any Person that becomes a Subsidiary pursuant to finance a Permitted Acquisition that is outstanding at the purchase time such Permitted Acquisition is consummated and that was not created in anticipation of fixed assetssuch Permitted Acquisition; (i) any refinancings, and renewalsrefundings, refinancings and renewals or extensions thereof; provided, thatof Indebtedness permitted pursuant to Section 7.03(b), (xe) no and (f); provided that (i) the amount of such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon is not increased at the time of such refinancing (other than refinancing, refunding, renewal or extension except by an amount equal to unpaid interest and a reasonable premium thereonor other reasonable amount paid, and any underwriting discounts, fees, commissions fees and expenses associated reasonably incurred, in connection with such refinancing), (y) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment refinancing and (z) the total of all such Indebtedness assumed in reliance on this clause by an amount equal to any existing commitments unutilized thereunder and (ii) for all such Persons taken togetherthe terms relating to principal amount, together with the total of all Indebtedness incurred by the Borrower amortization, maturity, collateral (if any) and its Subsidiaries in reliance on clause subordination (i) of this Section 8.03(eif any), shall not exceed an aggregate principal amount and other material terms taken as a whole, of $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cardssuch refinancing, purchase cards refunding, renewing or bank card productsextending Indebtedness, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect and of any agreement providing for treasury, depositary, or cash management services, including entered into and of any instrument issued in connection with therewith, are no less favorable in any automated clearing house transfers material respect to the Loan Parties or the Lenders than the terms of funds any agreement or any similar transactionsinstrument governing the Indebtedness being refinanced, securities settlementsrefunded, 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 renewed or deposits in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed moneyextended; (j) Indebtedness (other than Indebtedness for borrowed money) issued payable to the Person, or created the beneficial holders of Equity Interests in the ordinary course Person, whose assets or Equity Interests are acquired in a Permitted Acquisition as consideration for such acquisition where such Indebtedness (i) is payable in full no sooner than two years from the date of business such Acquisition, (ii) is repayable in respect installments of workers’ compensation claimsno more than one-third of the initial amount in any year after the date of such Permitted Acquisition, payment obligations in connection and (iii) bears interest and fees that are consistent with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligationsthen available market rates for such Indebtedness; (k) Indebtedness incurred “earn outs” or similar purchase price mechanisms (such as a result working capital adjustment) contemplated by the definitive documentation in respect of endorsing negotiable instruments Permitted Acquisitions to the extent constituting Indebtedness and calculated based on either (A) an evaluation of the amount as of a date on or about the acquisition closing date of the assets or property acquired in accordance with the ordinary course procedures set forth therein or (B) the achievement of businessfinancial or other objective performance targets set forth therein after the consummation of such Permitted Acquisition; (l) Indebtedness constituting Earn Out Obligations or obligations in of any Foreign Subsidiary, so long as the aggregate principal amount of Indebtedness at any time outstanding with 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));all Foreign Subsidiaries does not exceed $5,000,000; and (m) additional 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. CreateNeither Borrower nor any of its Subsidiaries shall create, incur, assume or suffer permit to exist any Indebtedness, except:Indebtedness except for the following ("PERMITTED INDEBTEDNESS"): (ai) Indebtedness The Obligations of Borrower under the Loan Credit Documents; (bii) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to listed in the Disclosure Letter and Permitted Refinancings thereofexisting on the date of this Agreement; (ciii) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of Borrower and its Subsidiaries arising from the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person endorsement of instruments for collection in the ordinary course of business for the purpose Borrower's or a Subsidiary's business; (iv) Indebtedness of directly mitigating risks associated Borrower and its Subsidiaries under Rate Contracts, provided that (A) all such arrangements are entered into in connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging operations and not for purposes speculation and (B) the aggregate net amount owed by Borrower and its Subsidiaries under, on account of speculation or taking a “market viewotherwise in connection with such Rate Contracts does not exceed $5,000,000 (marked to market) at any time;” (ev) (i) Indebtedness of Borrower and its Subsidiaries under purchase money Indebtedness (including obligations in respect of and construction loans and Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase acquisition by such Person of fixed assetsreal property, and renewals, refinancings and extensions thereof; provided, that, fixtures or equipment or the construction of improvements to real property provided that (wA) 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, that, (x) 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)each case, (y) such Indebtedness shall is incurred by such Person at the time of, or not have been incurred in contemplation later than sixty (60) days after, the acquisition by such Person of such Permitted Acquisition the property so financed or other Investment so constructed and (z) the total of all such Indebtedness assumed in reliance on this clause does not exceed the purchase price or construction price (iiincluding acquisition of fixtures) for all of the property so financed or so constructed and (B) the aggregate amount of such Persons taken together, together with the total Indebtedness outstanding at any time does not exceed $5,000,000; (vi) Indebtedness of all Indebtedness incurred by the Borrower and its Subsidiaries in reliance on clause under initial or successive refinancings of any Indebtedness permitted by CLAUSE (iii) of this Section 8.03(e)above, shall not exceed an aggregate provided that (A) the principal amount of $1,000,000 at any one time outstandingsuch refinancing does not exceed the principal amount of the Indebtedness being refinanced and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and subordination provisions) are no less favorable to the Lenders than the Indebtedness being refinanced; (fvii) Indebtedness in of Borrower and its Subsidiaries with respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 Surety Instruments in the ordinary course of business; provided, that, provided that the aggregate amount of the obligations secured by such Surety Instruments at any such Indebtedness is extinguished within thirty (30) daystime does not exceed $8,000,000; (iviii) advances or deposits Guaranty Obligations of Borrower in the ordinary course respect of business from customers, vendors or partners and, in each case, not constituting Permitted Indebtedness for borrowed moneyof its Subsidiaries; (jix) Guaranty Obligations or other related forms of Indebtedness (other than Indebtedness for borrowed money) issued or created in the ordinary course of business in respect of workers’ compensation claims, payment obligations incurred by borrower in connection with healthsales by Borrower of promissory notes, disability or accounts receivable and other types indebtedness owed to Borrower (including, without limitation, obligations under Borrower Note Guaranties and, if the Borrower Note Guaranty to ABN is replaced with some other form of social security benefitsIndebtedness, unemployment or obligations under such Indebtedness), provided that the aggregate amount of all such notes, receivables and other insurance obligations, reclamation indebtedness outstanding and statutory obligationsso guaranteed by Borrower does not exceed $25,000,000 at any time; (kx) Indebtedness incurred as a result of endorsing negotiable instruments in the ordinary course Borrower to any of business; (l) its Subsidiaries, Indebtedness constituting Earn Out Obligations of any of Borrower's Subsidiaries to Borrower or obligations in respect Indebtedness of working capital adjustment requirements under the agreements used any of Borrower's Subsidiaries to consummate a Permitted Acquisition or any of Borrower's other Investment permitted under Section 8.02 (other than by reference Subsidiaries, provided that any Indebtedness of Borrower to this Section 8.03 (or any sub-clause hereof)of its Subsidiaries and any Indebtedness of any of Borrower's Subsidiaries to Borrower shall be subject to Subparagraph 5.02(k); (mxi) Unsecured Indebtedness of Borrower not otherwise permitted pursuant to clause (xii) below, provided that (A) the Indebtedness arising under this Agreement shall at all times rank senior in right of payment with respect such unsecured Indebtedness, (B) such unsecured Indebtedness does not contain material provisions that are more restrictive to Borrower and its Subsidiaries than the material provisions contained in this Agreement, (C) no principal payable in connection with such unsecured Indebtedness is scheduled for payment on or prior to the Maturity Date, (D) the Net Proceeds of such unsecured Indebtedness are applied to prepay the Loans pursuant to clause (ii) of Subparagraph 2.04(c) and reduce the Total Commitment pursuant to Subparagraph 2.02(b), and (E) the aggregate principal amount of all such unsecured Indebtedness outstanding letters at any time (measured at the time of credit, banker’s acceptances or similar instruments posted in the ordinary course incurrence of business such unsecured Indebtedness) does not exceed Fifty Million Dollars ($50,000,000); (xii) Short-term unsecured indebtedness of ADAC Capital incurred in connection with the manufacturing financing of proposed sales by ADAC Capital of promissory notes, accounts receivable and other indebtedness owed to ADAC Capital or any Product or of Borrower's other Subsidiaries arising under transactions the terms and conditions of which have been approved in connection with advance by the supply chain related to any Product, in an aggregate 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 outstandingRequired Lenders; and (oxiii) other Other Indebtedness of Borrower and its Subsidiaries, provided that the aggregate principal amount of all such Indebtedness does not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate 5,000,000 at any one time outstandingtime.

Indebtedness. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, at any time create, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness other than: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing existingoutstanding on the Closing Date and described on Schedule 8.03 to the Disclosure Letter extent originally incurred as permitted under the ABL Credit Facility and Permitted Refinancings 2020 Term Loan FacilityCredit Agreement, together with any paid-in-kind interest in respect thereof, and any Refinancing Indebtedness in respect of such Indebtedness;, provided that to the extent any prepayment or repayment is made (whether in full or in part) of the 2020 Term Loan Obligations under the 2020 Term Loan Credit Agreement (other than as a result of the incurrence of Refinancing Indebtedness with respect thereto), the amount of Indebtedness permitted to be incurred under this clause (b) shall be permanently reduced in an amount equal to 100% of the amount of any such prepayment or repayment; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference including Capitalized Lease Obligations and purchase money Indebtedness) to this Section 8.03 (finance all or any sub-clause hereof))part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets in an aggregate principal amount not to exceed the greater of (i) $15,000,000 and (ii) an amount equal to 3.0% of Consolidated Tangible Assets at any time outstanding; provided that such Indebtedness is incurred within 90 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness; (d) obligations Bank Product Obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or other than arising under any Swap Contract, provided, that, such obligations are (or wereHedging Agreements) entered into by such Person 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 changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market viewIndebtedness under Permitted Hedging Agreements;” (e) (i) purchase money Indebtedness (including obligations in respect comprised of Capital Leases or Synthetic Leases) 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, that, (x) 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 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 $1,000,000 at any one time outstandingIntercompany Advances; (f) Indebtedness in respect of obligations relating to corporate credit cardsperformance bonds, purchase cards or bank card productsbid bonds, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (h) Indebtedness in respect of any agreement providing for treasuryappeal bonds, 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 surety bonds and other cash management completion guarantees 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 andobligations, 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 provided in the ordinary course of business; (g) Guarantees of Indebtedness of the Loan Parties or their Subsidiaries permitted to be incurred under this Agreement; provided that if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (h) Acquired Indebtedness in an amount not to exceed $15,000,000 at any one time; (i) endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (j) Indebtedness incurred in the ordinary course of business in respect of (i) overdraft facilities, employee credit card programs, purchasing card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements, merchant card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services, treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and interstate depository network services) any other demand deposit or operating account relationships or other cash management services and similar arrangements, and in connection with securities and commodities arising in connection with the acquisition or disposition of Permitted Investments and not any obligation in connection with margin financing, (ii) up to $5,000,0003,000,000 in the aggregate of any bankers’ acceptance, bank guarantees or letter of credit facilities (in each case, excluding any letters of credit as in effect on the Fifth Amendment Effective Date listed on Schedule 8.1(r)), in each case, in the ordinary course of business, (iii) the endorsement of instruments for deposit or the financing of insurance premiums, (iv) deferred compensation or similar arrangements to the employees of the Loan Parties or any of their Subsidiaries, (v) obligations to pay insurance premiums or take or pay obligations contained in supply agreements and (vi) Indebtedness owed to any Person providing property, casualty, business interruption or liability insurance to any Loan Party or any of its Subsidiaries, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of the annual premium for such insurance; or (k) the ABL Obligations in an aggregate principal amount not to exceed the lesser of (i)aggregate commitments under the ABL Credit Agreement as in effect on the ClosingFifth Amendment Effective Date (i.e., $150,000,000) and (ii) the Borrowing Base (165,000,000), plus, the aggregate principal amount of interest capitalized, compounded, and added to the unpaid principal amount of the Delayed Draw Term Loans pursuant to the Borrower’s election of the Delayed Draw PIK Option (each, as defined in the ABL Credit Agreement as in effect on October 29, 2021);) provided, that the aggregate principal amount of (A) ABL Obligations under the Delayed Draw Term Loan Facility (held by any Person) and (B) any other ABL Obligations held as a lender of record (whether through initial or secondary market assignment) by Corre ((A) and (B), collectively, the “Corre ABL Obligations”) shall not exceed, at any time, the aggregate principal amount of commitments under the ABL Credit Agreement held by Corre as of the Fifth Amendment Effective Date (i.e., $35,000,000) plus the aggregate principal amount of interest capitalized, compounded, and added to the unpaid principal amount of the Delayed Draw Term Loans pursuant to the Borrower’s election of the Delayed Draw PIK Option (each, as defined in the ABL Credit Agreement), plus amounts permitted to be held by Corre as a “participant” pursuant to the Purchase Right Side Letter; (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)2020 Term Loan Obligations(reserved); (m) Indebtedness with respect to outstanding letters of credit, banker’s acceptances the Borrower or similar instruments posted any Material Subsidiary in the ordinary course form of business purchase price adjustments or indemnification incurred in connection with the manufacturing any Permitted Acquisition or any disposition permitted under Section 8.5; (n) (reserved);Indebtedness incurred in connection with any loan or grant programs made available to any Loan Party or any of their Subsidiaries under any Product financial support or funding program sponsored, funded, or guaranteed, in whole or in part, by any Dutch Governmental Authority in connection with the supply chain related to any ProductCOVID-19 pandemic (including without limitation, the NOW regime) in an aggregate amount not to exceed $250,000 at any time outstanding; (i.e.o) the 2017 Senior Convertible Notes (including any paid-in-kind interest in accordance with the terms thereof and of the Corre/AP Term Sheetrespect thereof, whether in the form of an amendment to existing notes, an exchange of notes or additional notes); and (p) Indebtedness of Subsidiaries of the Borrower that are not organized under the laws of a Security Jurisdiction in an 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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, 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 of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness evidenced by the Senior Notes; (c) Indebtedness of any Subsidiary the proceeds of which are used by such Subsidiary to make secured loans to consignors, dealers or clients in the ordinary course of business of the Borrowers and their Subsidiaries and in a manner that is consistent with established practices pursuant to the auction finance business of the Borrowers and their Subsidiaries; (d) Indebtedness of any Subsidiary or available to any Subsidiary, not in excess of $20,000,000 in the aggregate with respect to all Subsidiaries; (e) Indebtedness of a Subsidiary of any Borrower owed to such Borrower or a wholly owned Subsidiary of such Borrower, which Indebtedness shall (i) purchase money in the case of Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by owed to a Loan Party, constitute “Pledged Debt” under the Borrower or any Subsidiaries to finance the purchase of fixed assetsSecurity Agreement, 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) be subject to the provisions of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding the Master Subordination Agreement and (iiiii) purchase money Indebtedness (including obligations in respect be otherwise permitted under the provisions 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, that, (x) 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 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 $1,000,000 at any one time outstanding7.03; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in under the aggregate at any one time outstandingLoan Documents; (g) Guarantees permitted 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 Section 8.02 (an amount equal to a reasonable premium or other than reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by reference an amount equal to this Section 8.03 (any existing commitments unutilized thereunder and the direct or any sub-clause hereofcontingent 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; (h) Indebtedness Guarantees of any Borrower or any Guarantor in respect of any agreement providing for treasury, depositary, or cash management services, including in connection with any automated clearing house transfers Indebtedness otherwise permitted hereunder of funds such Borrower 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) daysGuarantor; (i) advances Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or deposits capital assets within the limitations set forth in Section 7.01(j); provided, however, that the ordinary course aggregate amount of business from customers, vendors or partners and, in each case, all such Indebtedness at any one time outstanding shall not constituting Indebtedness for borrowed moneyexceed $5,000,000; (j) unsecured 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 10% of Consolidated Net Worth 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 (ok) other Indebtedness not otherwise permitted by the foregoing clauses in respect of this Section 8.03, letters of credit in an aggregate amount at any one time outstanding not to exceed $1,000,000 10,000,000; ; provided, that notwithstanding anything provided for in the aggregate this Section 7.02, (x) Indebtedness of Sotheby’s Hong Kong Ltd. and its Subsidiaries at any one time outstandingoutstanding shall not exceed $8,000,000 and (y) Indebtedness of Exempt Subsidiaries at any one time outstanding shall not exceed $5,00,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing outstanding on the Closing Date date hereof and described listed on Schedule 8.03 to the Disclosure Letter 7.02 (and any Permitted Refinancings Refinancing thereof); (c) intercompany Indebtedness permitted under Section 8.02 in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations hereafter incurred by the Company or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (i) Indebtedness of a Person that becomes a Subsidiary or Indebtedness incurred to finance assets of a Person that are acquired in a Permitted Acquisition in an aggregate amount not to exceed at any time $20,000,000; provided, that, (A) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, and (B) such Indebtedness is not guaranteed in any respect by the Company or any of its Subsidiaries (other than by reference to this any such Person that so becomes a Subsidiary), and (ii) any Permitted Refinancing of any Indebtedness specified in Section 8.03 (or any sub-clause hereof)7.02(d)(i); (de) Indebtedness consisting of Earn Out Obligations incurred in connection with Permitted Acquisitions; (f) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, in each case incurred in the ordinary course of business; (g) unsecured Indebtedness of the Company or any of its Subsidiaries owed to sellers in connection with Permitted Acquisitions in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; provided, that, no such Indebtedness shall require the Company or any of its Subsidiaries to comply with any financial covenants; (h) intercompany Indebtedness arising pursuant to Investments permitted under Section 7.03; (i) obligations (contingent or otherwise) of the Borrower 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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 such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to finance make payments on outstanding transactions to the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 moneydefaulting party; (j) Indebtedness (other than Indebtedness for borrowed money) issued arising from a Sale and Leaseback Transaction with respect to all or created in a portion of 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 obligationsCompany Headquarters; (k) Guarantees with respect to Indebtedness incurred of any Loan Party permitted under this Section 7.02; provided, that, if the Indebtedness being Guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as a result of endorsing negotiable instruments favorable to the Lenders as those contained in the ordinary course subordination of businesssuch Indebtedness; (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))Secured Cash Management Agreements; (m) Indebtedness with respect to outstanding letters of creditthe extent constituting Indebtedness, 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 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 outstandingPermitted Disqualified Capital Stock; (n) to the extent constituting Indebtedness, Guarantees permitted pursuant to Section 7.03(k) or Section 7.03(l); (o) other secured Indebtedness not permitted by any of the type described foregoing clauses of this Section 7.02, in Section 8.01(f), an aggregate principal amount not to exceed $250,000 in the aggregate 5,000,000 at any one time outstanding; and (op) other unsecured Indebtedness not otherwise permitted by any of the foregoing clauses of this Section 8.037.02, in an aggregate principal amount not to exceed $1,000,000 in the aggregate 20,000,000 at any one time outstanding. Notwithstanding anything in this Section 7.02 to the contrary, Subsidiaries that are not Loan Parties may not incur Indebtedness for borrowed money under this Section 7.02 (other than pursuant to Section 7.02(h)) in an aggregate principal amount in excess of $5,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Credit Agreement, the Loan Bank Credit Agreement and the other Credit Documents; (b) Indebtedness identified on Schedule 8.01, and any refinancings, refundings, renewals or extensions thereof, provided that the principal amount of such Indebtedness is not increased at the time of any such refinancing, refunding, renewal or extension (except that the terms of any such refinancing, refunding, renewal or extension shall be on terms consistent with prevailing market standards, but not materially less favorable to the member of the Borrower Consolidated Group than the terms of the Indebtedness that is the subject of such refinancing, refunding, renewal or extension), but the amount of any such refinancing, refunding, renewal or extension may include (i) the amount of unfunded commitments relating thereto and its Subsidiaries existing on (ii) the Closing Date costs thereof, including reasonable fees and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereofexpenses in connection therewith); (c) unsecured intercompany Indebtedness among members of the Consolidated Group to the extent permitted under by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.03; (d) Indebtedness and obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising owing under any Swap ContractContracts, provided, that, 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 liabilities, commitments, investments, assets, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for the purposes of speculation or taking a “market view”;” (e) Indebtedness under capital leases, Synthetic Lease obligations and purchase money obligations incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case, for capital assets and refinancings, refundings, renewals or extensions thereof, provided that (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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 or cost of the asset(s) financedconstruction of such asset, (yii) 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 thereonrefinancing, and any underwriting discounts(iii) for the Consolidated Group taken as a whole, fees, commissions and expenses associated with such refinancing) and (z) the total amount of all such Indebtedness incurred after the Closing Date plus the Attributed Principal Amount of Sale and Leaseback Transactions entered into after the Closing Date that are not otherwise included 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, that, (x) 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 exceed $250 million in contemplation of such Permitted Acquisition or other Investment and (z) the 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 $1,000,000 at any one time outstandingtime; (f) Indebtedness in respect and obligations under Permitted Receivables Financings, provided that the Attributed Principal Amount of obligations relating to corporate credit cards, purchase cards or bank card products, all such Permitted Receivables Financings shall not to exceed $1,000,000 750 million in the aggregate at any one time; (g) senior Funded Debt of FMCAG and its Subsidiaries in a principal amount not to exceed an amount equal to the difference of (i) $700 million (or the Dollar Equivalent thereof on the date on which the amount is fixed, to the extent that any such Indebtedness is denominated other than in Dollars) minus (ii) the aggregate principal amount of loans and commitments established under the Incremental Loan Facilities hereunder, in the aggregate at any time outstanding, provided that not more than $550 million of such Funded Debt may be issued, assumed or guaranteed by the Credit Parties generally; (h) in addition to Indebtedness otherwise permitted under this Section 8.01, senior Funded Debt of FMCH and its Subsidiaries in a principal amount not to exceed $50 million (or the Dollar Equivalent thereof on the date on which the amount is fixed, to the extent that any such Indebtedness is denominated other than in Dollars) in the aggregate at any time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 customer deposits in the ordinary course of business and advance payments received from customers, vendors or partners and, in each case, not constituting Indebtedness customers 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 goods purchased in the ordinary course of business; (lj) in addition to Indebtedness constituting Earn Out otherwise permitted under this Section 8.01, Subordinated Debt and Support Obligations relating thereto, provided that (i) the maturity date for any such debt is not earlier than the final maturity date of the Tranche B Term Loan, (ii) such Subordinated Debt and any Support Obligations relating thereto shall be subordinated to the Obligations hereunder on terms and conditions materially no less favorable to the Lenders than those in the Trust Preferred Subdebt issued and outstanding on the Closing Date or obligations on terms and conditions otherwise reasonably acceptable to the Administrative Agent and the Required Lenders and (iii) any Person that gives a Support Obligation in respect of working capital adjustment requirements under any such Subordinated Debt shall also give a guaranty of the agreements used to consummate Obligations hereunder and become a Permitted Acquisition Guarantor hereunder, provided further, that on the date of issuance, incurrence or other Investment permitted under Section 8.02 assumption of any such additional Subordinated Debt, (other than by reference to this Section 8.03 A) no Default or Event of Default shall then exist and be continuing immediately before or after giving effect thereto, (or any sub-clause hereof)); (mB) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted the Consolidated Group shall be in the ordinary course of business in connection compliance with the manufacturing financial covenants hereunder after giving effect thereto on a Pro Forma Basis and (C) a Responsible Officer of any Product or in connection with the supply chain related to any ProductFMCAG shall provide a compliance certificate, in an aggregate amount (i.e.form and detail satisfactory to the Administrative Agent, affirming 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 outstandingmatters in this subsection; (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 (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstanding.

Indebtedness. CreateThe Borrower shall not, and shall not permit any Subsidiary to, incur, assume create, contract, waive, assume, have outstanding, guarantee or suffer to exist otherwise be or become liable, directly or indirectly, in respect of any Indebtedness, except:except for (a) Indebtedness under the Obligations arising out of or in connection with this Agreement and the other Loan Documents;, (b) Capital Leases and purchase money Indebtedness, provided that the aggregate amount of such Indebtedness which is purchase money Indebtedness plus the aggregate amount of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof;Capital Leases shall not exceed $10,000,000 at any time, (c) intercompany Indebtedness permitted under Section 8.02 current liabilities for taxes and assessments incurred in the ordinary course of business, and other liabilities for unpaid taxes being contested in good faith by the Borrower or any Subsidiary for which sufficient reserves have been established, (d) current amounts payable or accrued for other claims (other than for borrowed funds or purchase money obligations) incurred in the ordinary course of business, provided that all such liabilities, accounts and claims shall be promptly paid and discharged when due or in conformity with customary trade terms, except for those being contested in good faith by reference to this Section 8.03 (the Borrower or any sub-clause hereof));a Subsidiary for which sufficient reserves have been established, (de) contingent liabilities resulting from the endorsement of negotiable instruments in the ordinary course of business, (f) intercompany loans and advances, provided that the aggregate amount of outstanding loans and advances by the Borrower and Domestic Subsidiaries to Persons that are not Guarantors (including, without limitation, any Foreign Subsidiary), together with Investments made pursuant to Section 7.03(c) hereof and Acquisitions made pursuant to Section 7.03(f) 58 hereof, which are of assets or entities which are outside the United States shall not exceed $7,500,000 in aggregate principal amount at any time, and provided further that such intercompany loans and advances may exceed $7,500,000 in aggregate principal amount so long as an amount equal to such excess amount is re-invested by a Foreign Subsidiary in the Borrower or a Guarantor within a maximum of 30 days prior to the making of such loan or advance, (g) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap ContractInterest Rate Protection Agreement, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, Person and not for purposes of speculation or taking a “market view;”speculation; and (ii) such Interest Rate Protection Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, (eh) Guaranty Obligations permitted under Section 7.18 hereof, (i) purchase money the Private Placement Debt, (j) the New Private Placement Debt, (k) Indebtedness of Harvey & Thompson and Svensk Pantbelaning or any successor thereto or ▇▇▇▇▇iat▇ ▇▇▇▇▇▇f on an unsecured line of credit not to exceed 20,000,000 British Pounds Sterling or the SEK equivalent in aggregate principal amount (including obligations the "Foreign Indebtedness"), (l) with respect to Temporary Cash Investments, short term Indebtedness not constituting "margin loans" and not exceeding $1,000,000 at any time in respect of Capital Leases or Synthetic Leases) hereafter incurred the aggregate owed by the Borrower or any Subsidiaries a Consolidated Subsidiary to finance the purchase broker or investment firm which is holding assets for the account of fixed the Borrower or a Consolidated Subsidiary, but only to the extent that such Indebtedness is to be repaid, in the ordinary course of business, by the collection or liquidation of such assets at the maturity of such assets, (m) Subordinated Debt, provided (i) the Net Proceeds from the issuance thereof are applied as required pursuant to Section 2.05(e) hereof, and renewals(ii) prior to the issuance thereof, refinancings the Borrower has delivered to the Administrative Agent a Compliance Certificate which indicates that on a pro forma basis after taking into account the issuance of such Subordinated Debt and extensions the use of the proceeds thereof; provided, thatthere shall occur no Default or Event of Default, (n) Additional Private Placement Debt, (w) so long as there is no Default or Event of Default has occurred and is continuing both immediately prior to before 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 incurrence of such refinancing (other than by an amount equal to unpaid interest and premium thereonIndebtedness, and any underwriting discounts(A) if the Leverage Ratio is less than 3.00 to 1.00 and the covenant required pursuant to Section 7.19(a) hereof is permanently reduced to 3.00 to 1.00, 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, that, (x) 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 exceed $25,000,000, or (B) if the Leverage Ratio is less than 2.50 to 1.00 and the covenant required pursuant to Section 7.19(a) hereof is permanently reduced to 2.50 to 1.00, 100% of the Net Proceeds in contemplation excess of $25,000,000 raised from the incurrence of such Permitted Acquisition or other Investment and (zIndebtedness are applied as required pursuant to Section 2.06(g) the 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 $1,000,000 at any one time outstanding;hereof, (fo) Indebtedness in respect intercompany payables for the purchase of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 goods and other cash management and similar arrangements, in each case services 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; (jp) Indebtedness (other than Indebtedness for borrowed moneyassumed in Acquisitions permitted pursuant to Section 7.03(f) 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 amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) hereof not to exceed $10,000,000 5,000,000 in aggregate principal amount, provided (i) at any one the time outstanding;of the assumption thereof and immediately thereafter after giving effect thereto, no Default or Event of Default shall exist and (ii) such Indebtedness shall be paid in full within sixty (60) days of such Acquisition, (nq) Indebtedness Guaranty Obligations of the type described Borrower and the Subsidiaries in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other respect of Indebtedness not otherwise permitted by the foregoing clauses of under this Section 8.037.02, not to exceed $1,000,000 in the aggregate at any one time outstanding.and (r) intercompany loans and advances among Foreign Subsidiaries,

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Funding Date and described on Schedule 8.03 to the Disclosure Letter (and any Permitted Refinancings Refinancing thereof); (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (wi) no Default or Event the total of Default has occurred and is continuing both immediately prior to and after giving effect theretoall such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $500,000 at any one time outstanding, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, financed and (yiii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) unsecured Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 protections, employee credit card programs, automatic clearinghouse arrangements and similar arrangements, arrangements in each case in connection with deposit accounts and Indebtedness arising from the honoring of 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, (x) any such Indebtedness is extinguished within thirty (30) daysdays and (y) the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed $500,000; (g) Permitted Senior Revolving Credit Indebtedness in an aggregate principal amount not to exceed the lesser of (i) advances $5,000,000 and (ii) eighty percent (80%) of eligible accounts receivable of the Borrower (as determined by the Permitted Senior Revolving Credit Documents) and the proceeds thereof, at any one time outstanding pursuant to a revolving credit facility; provided, that, (x) no Default or deposits Event of Default shall have occurred and be continuing both immediately before and immediately after the incurrence of such Indebtedness and (y) prior to the incurrence of such Indebtedness, (i) the Administrative Agent, the Loan Parties and the Revolving Credit Lender shall have entered into an intercreditor agreement reasonably satisfactory to the Administrative Agent pursuant to which (A) the Revolving Credit Lender shall be granted a first priority security interest only in the ordinary course accounts receivable of business from customersthe Borrower and proceeds thereof (collectively, vendors or partners andthe “Revolving Credit Priority Collateral”), (B) the Administrative Agent, on behalf of the Secured Parties, shall be granted a second priority security interest in the Revolving Credit Priority Collateral, (C) the Administrative Agent, on behalf of the Secured Parties, shall maintain its first priority security interest in all other assets of the Loan Parties (other than Excluded Property) and (D) the Revolving Credit Lender shall not be granted a security interest in any property of the Loan Parties other than the Revolving Credit Priority Collateral and (ii) the Administrative Agent and the Loan Parties shall have entered into amendments, in each casecase in form and substance reasonably satisfactory to the Administrative Agent, to this Agreement and such other Loan Documents as required to, among other things, include in the Loan Documents such additional representations, warranties, covenants and defaults as are included in the Permitted Senior Revolving Credit Documents (but not constituting Indebtedness for borrowed moneyincluded in the Loan Documents at such time); (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; (lh) Indebtedness constituting Earn Out Obligations or reimbursement 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 bank guarantees and similar instruments posted in issued for the ordinary course of business in connection with the manufacturing account of any Product Loan Party or in connection with the supply chain related to any ProductSubsidiary, in an aggregate amount (i.e., the aggregate stated amount of for all such letters of credit, banker’s acceptances and similar instruments) Indebtedness not to exceed $10,000,000 500,000 at any one time outstanding; (ni) Indebtedness of Qualified Subordinated Debt, subject to the type described limitations set forth in Section 8.01(f8.16(b), ; (j) unsecured Indebtedness incurred in connection with corporate credit cards in an aggregate principal amount not to exceed $250,000 in the aggregate at any one time outstanding; (k) unsecured Indebtedness in respect of Earn Out Obligations, purchase price adjustment or similar obligations, in each case, in connection with Permitted Acquisitions; provided, that, the aggregate amount of all such Indebtedness under this clause (k) when taken together the aggregate other consideration paid or payable for all Permitted Acquisitions shall not exceed the maximum amount permitted under the definition of “Permitted Acquisition”; and (ol) other unsecured Indebtedness not otherwise permitted by any of the foregoing clauses of this Section 8.03, in an aggregate principal amount not to exceed $1,000,000 in the aggregate 250,000 at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) (i) Indebtedness under the Loan Documents; and (ii) Permitted First Priority Refinancing Indebtedness, Permitted Junior Priority Refinancing Indebtedness and Permitted Unsecured Refinancing Indebtedness; (b) Indebtedness of the Borrower Parent and its Subsidiaries existing outstanding on the Closing Initial Borrowing Date and described on set forth in Schedule 8.03 to and any refinancings, refundings, renewals or extensions thereof which do not increase the Disclosure Letter and Permitted Refinancings principal amount thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower Parent or any Subsidiary existing or arising under any Swap ContractContract or any Guarantee with respect thereto, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower Parent or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $25,000,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Attributable Indebtedness and other Indebtedness (if any) in respect connection with Receivables Facilities (including Guarantees of obligations relating to corporate credit cardssuch Attributable Indebtedness and other Indebtedness (if any) that is otherwise permitted under this Section 8.03(f)), purchase cards or bank card products, in an aggregate principal amount outstanding not to exceed exceed, at the time of incurrence of such Attributable Indebtedness or other Indebtedness (measured after giving effect to the incurrence thereof), the greater of (i) $1,000,000 in 1,750,000,000 and (ii) an amount equal to 175% of Consolidated EBITDA for the aggregate at any one time outstandingmost recent period of four fiscal quarters of the Parent for which financial statements have been delivered to the Administrative Agent under Section 7.01(a) or (b), and all yield, interest, fees, indemnities and other amounts related thereto; (g) Guarantees permitted by Section 8.02 (other than by reference obligations in respect of Earn Out Obligations to this Section 8.03 (or any sub-clause hereof))the extent constituting Indebtedness; (h) Indebtedness in respect of any agreement providing for treasurySubsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of any assets securing such Indebtedness) in an aggregate principal amount not to exceed at any time outstanding $50,000,000, depositaryprovided, that such Indebtedness was not incurred in connection with, or cash management servicesin contemplation or anticipation of, including such Permitted Acquisition; 13971043v3 (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in connection with any automated clearing house transfers the case of daylight overdrafts) drawn against insufficient 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 which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the dispositions of assets permitted under Section 8.05; (other than Indebtedness k) Guarantees by any Loan Party or any Subsidiary with respect to (i) recourse obligations resulting from endorsement of negotiable instruments for borrowed money) issued or created collection in the ordinary course of business business, (ii) surety, appeal and performance bonds obtained in respect the ordinary course of business, and (iii) workers’ compensation claims, payment and similar obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation the Loan Parties and statutory obligations; (k) Indebtedness their Subsidiaries 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 (at all times other than by reference during any Collateral Release Period, other Indebtedness so long as, prior to this incurring any such Indebtedness and after giving effect to such Indebtedness, (i) no Default has occurred and is continuing and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 8.03 8.11 calculated on a Pro Forma Basis as of the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or (or any sub-clause hereof)b); (m) during any Collateral Release Period, other unsecured Indebtedness with respect of any Loan Party (other than a Designated Borrower) so long as, prior to outstanding letters of creditincurring any such Indebtedness and after giving effect to such Indebtedness, banker’s acceptances or similar instruments posted (i) no Default has occurred and is continuing and (ii) the Loan Parties are in the ordinary course of business in connection compliance with the manufacturing financial covenants set forth in Section 8.11 calculated on a Pro Forma Basis as of any Product the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or in connection with the supply chain related to any Product, in an aggregate 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;b); and (n) during any Collateral Release Period, Priority Indebtedness; provided, that, (i) the aggregate outstanding principal amount of such Priority Indebtedness shall not at any time exceed the greater of (A) $500,000,000 and (B) an amount equal to 30% of Consolidated EBITDA for the most recent period of four fiscal quarters of the type described Parent for which financial statements have been delivered to the Administrative Agent under Section 7.01(a) or (b), and (ii) prior to incurring any such Indebtedness and after giving effect to such Indebtedness, (A) no Default has occurred and is continuing and (B) the Loan Parties are in compliance with the financial covenants set forth in Section 8.01(f8.11 calculated on a Pro Forma Basis as of the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or (b), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, 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 accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the Borrower ordinary course of business that are not greater than 90 days past the date of invoice or delinquent or that are being contested in good faith by appropriate action and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereoffor which adequate reserves have been maintained in accordance with GAAP; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or outstanding on the date hereof and listed on Schedule 7.03 and any sub-clause hereof))Permitted Refinancing thereof; (d) Guarantees by the Parent, the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Parent, the Borrower or any Guarantor; (e) obligations (contingent or otherwise) of the Parent, the Borrower or any Restricted Subsidiary existing or arising under any Swap Contract, provided, that, Hedge Transaction; 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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 such Hedge Transaction does not contain any provision exonerating the non-defaulting party from its obligation to finance make payments on outstanding transactions to the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing defaulting party (other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancingcustomary netting arrangements), (y) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment and (z) the 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of Capital Leases, Synthetic Lease Obligations and purchase money obligations relating for fixed or capital assets within the limitations set forth in Section 7.01(q); provided, however, that the aggregate principal amount of all such Indebtedness incurred pursuant to corporate credit cardsthis clause (f) at any one time outstanding shall not exceed $25,000,000; (g) Unsecured Indebtedness of the Borrower or any Restricted Subsidiary owing to the Parent, purchase cards the Borrower or bank card productsany (other) Restricted Subsidiary; provided that (x) such Indebtedness is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party (other than pursuant to the Junior Lien Financing Documentation); (y) any such Indebtedness owed by Loan Party shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement and (z) any such Indebtedness in an aggregate principal amount equal to or exceeding $5,000,000 owed by Restricted Subsidiaries that are not Loan Parties shall be evidenced an intercompany promissory note pledged to the Administrative Agent under the Security Agreement; (h) [reserved]; (i) [reserved]; (j) other unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate 20,000,000 at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (hk) Indebtedness in respect of any agreement providing for treasury, depositary, surety bonds obtained by the Borrower 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 a Restricted Subsidiary in the ordinary course of business from customersand supporting other obligations undertaken by the Parent, vendors the Borrower or partners and, in each case, not constituting Indebtedness for borrowed money; (j) Indebtedness (other than Indebtedness for borrowed money) issued or created a Restricted Subsidiary in the ordinary course of business that do not constitute Indebtedness; (l) Indebtedness that constitutes (x) Junior Lien Debt in an aggregate principal amount for all Junior Lien Debt not to exceed $300,000,000 at any time outstanding and (y) senior unsecured, senior subordinated unsecured or subordinated unsecured Indebtedness not otherwise permitted by this Section 7.03; provided that (i) no Default or Event of Default or Borrowing Base Deficiency has occurred and is then continuing or would result therefrom (except, in the case of a Borrowing Base Deficiency, the Parent or the Borrower has confirmed in writing that the proceeds of such Indebtedness will be used to repay in full the amount such Borrowing Base Deficiency), (ii) the Parent’s (or, if the financial statements delivered pursuant to Section 6.01(a) or Section 6.01(b) for such fiscal quarter is in respect of workers’ compensation claimsthe Public Parent, payment obligations the Public Parent’s) ratio of Consolidated Net Debt on the day of such transaction to Consolidated EBITDAX for the four fiscal quarter period ended most recently ended on or prior to such date for which financial statements have been, or were required to be, delivered pursuant to Section 6.01(a) or (b), as applicable, as adjusted to give pro forma effect to the incurrence of such Indebtedness and the application of the proceeds thereof, shall not exceed 2.50 to 1.00, (iii) the Borrowing Base shall be adjusted as set forth in connection with healthSection 2.05(c), disability (iv) such Indebtedness does not mature and requires no scheduled amortization prior to the 91st day following the Maturity Date, (v) the terms of such Indebtedness are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (vi) if any Person Guarantees such Indebtedness, such Person shall also Guarantee the Secured Obligations by providing a guaranty or other types of social security benefitsguaranty supplement, unemployment or other insurance obligations, reclamation in form and statutory obligationssubstance reasonably satisfactory to the Administrative Agent and (vii) such Indebtedness and any guarantees and Liens in respect thereof are otherwise on terms and conditions reasonably acceptable to the Administrative Agent; (km) Indebtedness of any Person at the time such Person becomes a Restricted Subsidiary of the Parent or the Borrower, or is merged or consolidated with or into the Parent, the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that (i) such Indebtedness (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) other than Guarantee obligations permitted by clause (d) of this Section 7.03, none of the Parent, the Borrower or any Restricted Subsidiary shall be liable for such Indebtedness, (iii) no Default or Event of Default or Borrowing Base Deficiency has occurred and is then continuing or would result therefrom, and (iv) the Parent’s (or, if the financial statements delivered pursuant to Section 6.01(a) or Section 6.01(b) for such fiscal quarter is in respect of the Public Parent, the Public Parent’s) ratio of Consolidated Net Debt on the day of such transaction to Consolidated EBITDAX for the four fiscal quarter period ended most recently ended on or prior to such date for which financial statements have been, or were required to be, delivered pursuant to Section 6.01(a) or (b), as applicable, as adjusted to give pro forma effect to the incurrence of such Indebtedness, shall not exceed 3.50 to 1.00; (n) Indebtedness of the Parent, the Borrower or any Restricted Subsidiary to the seller representing all or part of the purchase price of an Investment or acquisition permitted hereunder, or assumed by the Parent, the Borrower or any Restricted Subsidiary in connection therewith, and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that (i) as to any such assumed Indebtedness, such Indebtedness (other than any extension, renewal, refinancing, refunding or replacement thereof) exists at the time of such acquisition and is not created in contemplation of such event (ii) no Default or Event of Default or Borrowing Base Deficiency has occurred and is then continuing or would result therefrom, and (iii) the Parent’s (or, if the financial statements delivered pursuant to Section 6.01(a) or Section 6.01(b) for such fiscal quarter is in respect of the Public Parent, the Public Parent’s) ratio of Consolidated Net Debt on the day of such transaction to Consolidated EBITDAX for the four fiscal quarter period ended most recently ended on or prior to such date for which financial statements have been, or were required to be, delivered pursuant to Section 6.01(a) or (b), as applicable, as adjusted to give pro forma effect to the incurrence of such Indebtedness, shall not exceed 3.50 to 1.00; (o) Indebtedness arising from judgments or orders in circumstances not constituting an Event of Default under Section 8.01(h); (p) [reserved]; (q) Indebtedness arising from or representing deferred compensation to employees of the Parent, the Borrower or the Restricted Subsidiaries that constitute or are deemed to be Indebtedness under GAAP and that are incurred as a result of endorsing negotiable instruments in the ordinary course of business; (lr) Indebtedness constituting Earn Out Obligations or obligations in respect arising pursuant to clause (e) of working capital adjustment requirements under the agreements used to consummate definition thereof as a Permitted Acquisition or other Investment result of Liens 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 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(fSections 7.01(c), not to exceed $250,000 in the aggregate at any one time outstanding(d), (e), (f) and (j); and (os) other Indebtedness not otherwise permitted by obligations of the foregoing clauses of this Section 8.03Parent, not to exceed $1,000,000 in the aggregate at Borrower or any one time outstandingRestricted Subsidiary existing or arising under any Treasury Management Services Agreement.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) (i) Indebtedness under the Loan Documents; and (ii) Permitted First Priority Refinancing Indebtedness, Permitted Junior Priority Refinancing Indebtedness and Permitted Unsecured Refinancing Indebtedness; (b) Indebtedness of the Borrower Parent and its Subsidiaries existing outstanding on the Closing Initial Borrowing Date and described on set forth in Schedule 8.03 to and any refinancings, refundings, renewals or extensions thereof which do not increase the Disclosure Letter and Permitted Refinancings principal amount thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.02; (d) obligations (contingent or otherwise) of the Borrower Parent or any Subsidiary existing or arising under any Swap ContractContract or any Guarantee with respect thereto, provided, that, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”” and (ii) such Swap Contract does not contain any provision exonerating the non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower Parent or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $25,000,000 at any one time outstanding; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (xii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (yiii) 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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Attributable Indebtedness and other Indebtedness (if any) in respect connection with Receivables Facilities (including Guarantees of obligations relating to corporate credit cards, purchase cards or bank card productssuch Attributable Indebtedness and other Indebtedness (if any) that is otherwise permitted under this Section 8.03(f)), not to exceed $1,000,000 1,200,000,000 in the aggregate at any one time outstanding, and all yield, interest, fees, indemnities and other amounts related thereto; (g) Guarantees permitted by Section 8.02 (other than by reference obligations in respect of Earn Out Obligations to this Section 8.03 (or any sub-clause hereof))the extent constituting Indebtedness; (h) Indebtedness in respect of any agreement providing for treasurySubsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of any assets securing such Indebtedness) in an aggregate principal amount not to exceed at any time outstanding $50,000,000, depositaryprovided, that such Indebtedness was not incurred in connection with, or cash management servicesin contemplation or anticipation of, 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) daysPermitted Acquisition; (i) advances Indebtedness arising from the honoring by a bank or deposits other financial institution of a check, draft or similar instrument inadvertently (except in the ordinary course case of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed money; (jdaylight overdrafts) 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 drawn against insufficient funds in the ordinary course of business; (lj) Indebtedness constituting Earn Out Obligations or which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in respect connection with the dispositions of working capital adjustment requirements under the agreements used to consummate a Permitted Acquisition or other Investment assets permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof))8.05; (mk) Indebtedness Guarantees by any Loan Party or any Subsidiary with respect to outstanding letters (i) recourse obligations resulting from endorsement of credit, banker’s acceptances or similar negotiable instruments posted for collection in the ordinary course of business business, (ii) surety, appeal and performance bonds obtained in connection with the manufacturing ordinary course of any Product or in connection with the supply chain related to any Productbusiness, in an aggregate amount and (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances iii) workers’ compensation and similar instruments) not to exceed $10,000,000 at any one time outstanding; (n) Indebtedness obligations of the type described in Section 8.01(f), not to exceed $250,000 Loan Parties and their Subsidiaries incurred in the aggregate at any one time outstandingordinary course of business; and (ol) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, in an aggregate outstanding principal amount not to exceed $1,000,000 in the aggregate at any one time outstandingthe greater of (i) $100,000,000 and (ii) 10% of total consolidated revenues of the Parent and its Subsidiaries determined as of the most recent fiscal year end of the Parent for which the relevant financial information is available.

Indebtedness. CreateThe Company will not, incurand will not permit any of its Subsidiaries to, assume incur or suffer to exist any Indebtedness, exceptassume: (a) any Indebtedness under if (i) either (I) immediately before giving effect to the Loan Documents; incurrence or assumption of such Indebtedness there exists a Default or Event of Default or (II) immediately after giving effect to the incurrence or assumption of such Indebtedness after giving effect to the application of the proceeds thereof, there exists a Default or Event of Default or (ii) based on calculations made by the Company on a Pro Forma Basis after giving effect to such incurrence or assumption and as if such incurrence or assumption had occurred on the first day of the respective Calculation Period, a Default or Event of Default would have existed during the Test Period last reported (or required to be reported pursuant to Section 6.11(a) or (b), as the case may be) Indebtedness prior to the date of the Borrower and its Subsidiaries existing on respective incurrence or assumption in respect of, the Closing Date and described on Schedule 8.03 to Financial Covenants; provided that the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to foregoing provisions of this Section 8.03 7.02(a) shall not apply to (or any sub-clause hereof)); (dx) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person accrued expenses and current trade accounts payable incurred in the ordinary course of business for (to the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by extent that any such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereofamounts constitute Indebtedness); 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 (under Interest Rate Protection Agreements and Other Hedging Agreements entered into with respect to other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing) Indebtedness permitted under this Agreement; and (z) accrued and deferred management fees under any Management Agreement (to the total extent that any such amounts constitute Indebtedness); or (b) any Contingent Obligations (excluding Contingent Obligations relating to Customary Non-Recourse Exclusions until a personal recourse claim is made with respect thereto, and then shall be included only to the extent of all the amount of 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 (iiclaim that is reasonably expected to be incurred) 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 the Company in respect of Capital Leases or Synthetic Leases) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02Non-Recourse Indebtedness, that was incurred to finance if the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) no such Indebtedness shall be refinanced for a principal aggregate 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 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 Contingent Obligations that are 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 $1,000,000 at any one time outstanding; (f) Indebtedness Company in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in Non-Recourse Indebtedness after the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other 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 Closing Date 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 remain 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 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 exceeds 5% of the type described in Section 8.01(f), not to exceed $250,000 in Adjusted Total Assets of the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the aggregate at any one time outstandingCompany.

Indebtedness. CreateNone of the Borrowers or the Non-Borrower Subsidiaries shall, directly or indirectly, become in any way obligated under a guarantee or become or be a surety of, or otherwise create, incur, assume assume, or suffer be or remain liable, contingently or otherwise, with respect to exist any Indebtedness, exceptor become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than: (a) Indebtedness of the Borrowers to the Lenders, the L/C Issuer and the Administrative Agent arising under this Agreement and the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 Subject to the Disclosure Letter and Permitted Refinancings thereofSection 7.09, Seller Subordinated Debt not to exceed $15,000,000 in aggregate outstanding principal amount at any time; (c) intercompany Existing Indebtedness permitted under Section 8.02 (other of the Borrowers with respect to loans and Capitalized Leases listed on Schedule 7.03 hereto, on the terms and conditions in effect as of the date hereof, together with any renewals, extensions or refinancings thereof on terms which are not materially different than by reference to this Section 8.03 (or any sub-clause hereof))those in effect as of the Closing Date; (d) obligations (contingent Endorsements for collection, deposit or otherwise) negotiation and warranties of the Borrower products or any Subsidiary existing or arising under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness services (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, unsecured performance and renewals, refinancings and extensions thereof; provided, that, payment bonds (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, that, (x) 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 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 $1,000,000 at any one time outstanding; (f) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof“Performance Bonds”)); (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; (le) Indebtedness constituting Earn Out Obligations of the Borrowers incurred in connection with the acquisition or obligations in respect lease of working capital adjustment requirements any equipment by the Borrowers under the agreements used to consummate a Permitted Acquisition any Synthetic Lease, Capitalized Lease or other Investment permitted under Section 8.02 lease arrangement or purchase money financing; provided that the aggregate outstanding principal amount of such Indebtedness of the Borrowers (other than by reference including Indebtedness of such type listed on Schedule 7.03) shall not exceed $40,000,000 at any time (excluding Indebtedness with respect to this Section 8.03 (or any sub-clause hereof)Capital Leases that are landfill operating and management leases); (mf) Indebtedness of the Borrowers to any of the Lenders or any of their Affiliates under fuel price swaps, fuel price caps, and fuel price collar or floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted fuel purchased in the ordinary course of business of the Borrowers (“Fuel Derivatives Obligations”), provided that the maturity of such agreements do not exceed thirty-six (36) months and the terms thereof are consistent with past practices of the Borrowers; (g) Indebtedness of the Borrowers in respect of non-speculative Swap Contracts on terms consistent with past practices of the Borrowers (other than those described in subsection (f) above); (h) Other unsecured Indebtedness incurred in connection with the manufacturing acquisition by the Borrowers of real or personal property, including any Product or Indebtedness incurred with respect to non-compete payments in connection with the supply chain related to any Productsuch acquisition(s), in an aggregate amount (i.e., provided that the aggregate stated outstanding principal amount of such letters Indebtedness of creditthe Borrowers shall not exceed $15,000,000 at any time; (i) Intercompany Indebtedness among the Borrowers and the Non-Borrower Subsidiaries; (j) Indebtedness with respect to mandatory redemption obligations as set forth in the Series A Certificate and accrued dividends on the Borrower’s preferred stock; provided that no Restricted Payments shall be made with respect to such Indebtedness during the term of this Agreement except as set forth in Section 7.06 hereof, banker’s acceptances and similar instrumentsor as otherwise permitted by the prior written consent of the Required Lenders; (k) Senior Subordinated Debt not to exceed $10,000,000 350,000,000 in aggregate principal amount; (l) Surety and similar bonds and completion bonds and bid guarantees provided by or issued on behalf of the Borrowers with respect to the closure, final-closure and post-closure liabilities related to landfills owned or operated by the Borrowers; provided that the aggregate amount of such Indebtedness shall not exceed $150,000,000 at any one time outstanding; (m) Indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the Permitted Acquisitions or permitted dispositions of Equity Interests or assets of the Borrowers; provided that the maximum aggregate liability in respect of all such obligations shall at no time exceed the gross proceeds, including non-cash proceeds, (the fair market value of such non-cash proceeds being measured at the time received or paid and without giving effect to any subsequent changes in value) actually received or paid by the Borrowers in connection with such Permitted Acquisition or disposition; (n) [Reserved] (o) Indebtedness with respect to IRBs, provided that, other than with respect to L/C Supported IRBs, such Indebtedness shall not exceed $100,000,000 at any time outstanding; (p) Guarantees of Indebtedness permitted pursuant to this Section 7.03(a) to (o) made by any of the type described in Section 8.01(f)Borrowers, provided that the amount of such guarantees does not to exceed $250,000 in the aggregate at amount of the underlying Indebtedness and that any one time outstandingguarantees of Subordinated Debt are equally subordinated; and (oq) other Guarantees of Indebtedness of the Excluded Subsidiaries not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed exceeding $1,000,000 35,000,000 in the aggregate at any one time outstandingaggregate.

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness under the of any Loan DocumentsParty pursuant to any Loan Document; (bi) Indebtedness of any Subsidiary of the Borrower and its Subsidiaries existing in respect of the Subsidiary Loan Documents outstanding on the Closing Date date hereof and described on Schedule 8.03 to the Disclosure Letter and (ii) without duplication, any Permitted Refinancings thereofRefinancing thereof (including any mezzanine loans as part of such Permitted Refinancing); (c) intercompany [reserved]; (i) Indebtedness permitted under Section 8.02 of any Subsidiary of the Borrower (other than by reference to this Section 8.03 (or any sub-clause hereof)); (dthe Subsidiary Guarantors) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and renewalsany Indebtedness assumed in connection with the acquisition of any such assets (provided that such Indebtedness is incurred or assumed prior to or within 270 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, refinancings constructing or improving such fixed or capital assets) and extensions (ii) any Permitted Refinancing thereof; provided, thatthat at the time of incurrence or assumption, (w) no Default or Event as applicable, of Default has occurred and is continuing both immediately prior to any Indebtedness permitted by this Section 7.2(d), and after giving effect thereto, (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (yA) no such Indebtedness Event of Default shall have occurred and be continuing and (B) the Loan Parties 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 pro forma compliance with the total of all Indebtedness assumed by the Borrower and its Subsidiaries financial covenants contained 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, that, (x) 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 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 $1,000,000 at any one time outstanding7.1; (fe) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards incurred or bank card products, not to exceed $1,000,000 in the aggregate at any one time outstanding; (g) Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (arising from 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 bid, performance, surety, statutory, completion, return-of-money or any appeal bonds or similar transactionsobligations issued, 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 existing 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; (lf) Indebtedness constituting Earn Out Obligations arising from or in connection with accounts payable (for the deferred purchase price of property or services) in the ordinary course of business greater than 90 days past the invoice or billing date which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been established by the Borrower or any of its Subsidiaries in conformity with GAAP; (g) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of working capital adjustment requirements under other Indebtedness) in the agreements used to consummate ordinary course of business; (h) Indebtedness arising from the honoring by a Permitted Acquisition bank or other Investment permitted financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (i) obligations (contingent or otherwise) existing or arising under Section 8.02 any Swap Agreement entered into in the ordinary course of business not for a speculative purpose; (other than by reference j) obligations existing or arising under any Cash Management Agreement in the ordinary course of business; (k) (i) Indebtedness (x) of a Subsidiary of a Loan Party owed to this Section 8.03 a Loan Party or a Subsidiary of a Loan Party and (y) of a Loan Party owed to a Loan Party or a Subsidiary of a Loan Party; provided that, Indebtedness of Subsidiaries that are not Loan Parties owed to Loan Parties shall not exceed $25,000,000 in the aggregate, and (ii) any Permitted Refinancing thereof; (i) Indebtedness of the Borrower or any sub-clause hereof))of its Subsidiaries outstanding on the Closing Date and disclosed on Schedule 7.2 and (ii) without duplication, any Permitted Refinancing thereof; (m) Indebtedness with consisting of Guarantee Obligations by the Borrower or any of its Subsidiaries in respect to outstanding letters of creditIndebtedness, banker’s acceptances or similar instruments posted in the leases and other ordinary course obligations permitted by the Loan Documents to be incurred by the Borrower or any of business in connection with the manufacturing of any Product or in connection with the supply chain related to any Product, in an aggregate 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 outstandingits Subsidiaries; (n) contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred Taxes and similar obligations of the Borrower or any of its Subsidiaries incurred in connection with acquisitions or dispositions; (o) Indebtedness owed to any Person providing property, casualty or liability insurance to the Loan Parties or any Subsidiary of a Loan Party, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year; (p) Indebtedness of the type described Borrower or any of its Subsidiaries not otherwise permitted by this Section 7.2 in Section 8.01(f), an aggregate principal amount not to exceed $250,000 25,000,000 at any time outstanding; provided that, Indebtedness incurred under this Section 7.2(p) by the Subsidiary Guarantors shall not exceed $10,000,000 in the aggregate at any one time outstandingaggregate; and (oq) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, incurred in connection with sale and leaseback transactions in an aggregate principal amount not to exceed $1,000,000 50,000,000 at any time outstanding. For purposes of determining compliance with this Section 7.2, in the aggregate event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (q) above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such item of Indebtedness or any portion thereof in a manner that complies with this Section 7.2 and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents, will at all times be deemed to be outstanding in reliance only on the exception in Section 7.2(a) and (ii) all Indebtedness outstanding under the Subsidiary Loan Documents and any one time outstandingPermitted Refinancing thereof, will at all times be deemed to be outstanding in reliance only on the exception in Section 7.2(b). 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 7.2.