Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancingsrenewal or replacement thereof, refundings, renewals so long as such renewal or extensions thereof; provided that replacement does not increase 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 thereunderIndebtedness; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fd) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in the proviso to Section 7.01(d7.01(i); (e) Indebtedness of Subsidiaries in an aggregate principal amount not to exceed $500,000,000 at any time outstanding; (f) any Guarantee by the Company of Indebtedness of any Subsidiary permitted by this Section 7.03; (g) Indebtedness under Permitted Securitization Facilities; (h) Indebtedness of a Person, or in respect of assets, acquired pursuant to a Permitted Acquisition and existing at the time of such Acquisition; provided that (I) such Indebtedness (x) shall not have been incurred in contemplation of such Acquisition, (y) may not be extended, renewed or refunded except as otherwise permitted by this Agreement, and (z) in the case of Indebtedness secured by a Lien on the assets acquired pursuant to a Permitted Acquisition (or on the assets of a Person that becomes a Subsidiary as a result of a Permitted Acquisition), such Indebtedness, together with any other secured Indebtedness permitted by this clause (h), shall not exceed $50,000,000 in the aggregate outstanding at any time and (II) neither the Company nor any Subsidiary (other than a Person acquired as part of such Permitted Acquisition) is directly or indirectly liable for such Indebtedness, whether through any Guarantee or otherwise, other than liability with respect to which recourse is limited to the assets so acquired; (i) unsecured Indebtedness of the Company; and (gj) Other secured Indebtedness owed by any Subsidiary to the Company or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such any other Subsidiary (“Inter-Company Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth”).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed set forth on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and 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 thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, 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; (c) intercompany Indebtedness of a Subsidiary owing to among the Borrower or another Subsidiaryand its Subsidiaries; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fe) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within Indebtedness, subject to the limitations set forth in Section 7.01(d8.01(i); (f) Indebtedness existing in or relating to real estate acquired by a Loan Party or a Subsidiary for transmission, distribution or right-of-way purposes or in connection with its usual operations, subject to the limitations set forth in Section 8.01(z); (g) other Indebtedness as long as after giving effect thereto the Borrower is in compliance with the financial covenant in Section 8.11 on a Pro Forma Basis, subject to the limitations set forth in Section 8.01; and (gh) Other secured or unsecured Guarantees with respect to Indebtedness not otherwise permitted by the foregoing clauses of under this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth8.03.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness (other than as described in Section 6.01(b) below) existing or committed on the ordinary course Closing Date (provided, that any such Indebtedness (x) that is owed to any person other than Parent or one or more of businessits Subsidiaries, in an aggregate amount in excess of $5,000,000 shall be set forth in Part A of Schedule 6.01 and (y) that is owed to Parent or one or more of its Subsidiaries in excess of $5,000,000 shall be set forth on Part B of Schedule 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that (1) any Indebtedness outstanding pursuant to this clause (a) which is owed by a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated in right of payment to the same extent required pursuant to Section 6.01(e) and (2) any Permitted Refinancing Indebtedness at any time incurred with respect to any Indebtedness described in this Section 6.01(a) outstanding on the Closing Date (or an issue of Permitted Refinancing Indebtedness incurred in respect thereof or prior to the incurrence of such Permitted Refinancing Indebtedness) that is owing to Parent or a Subsidiary may only be owed to Parent or its respective Subsidiary to which the Indebtedness described in clause (y) above outstanding on the Closing Date was owed; (b) Indebtedness outstanding on created hereunder (including pursuant to Section 2.21, Section 2.22 and Section 2.23) and under the date hereof and listed on Schedule 7.03 other Loan Documents and any refinancings, refundings, renewals or extensions thereof; provided that the amount of Refinancing Notes incurred to Refinance 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 thereunderIndebtedness; (c) Indebtedness of a Subsidiary owing to the Borrower Parent or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) pursuant to Hedging 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 view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculative purposes; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. CreateThe Company will not, incurand will not permit any of its Subsidiaries to, assume incur or suffer to exist any Indebtedness, in each case, of a Subsidiary, exceptassume: (a) Current accounts payable arising in any Indebtedness if (i) either (A) immediately before giving effect to the ordinary course incurrence or assumption of business; such Indebtedness there exists a Default or Event of Default or (B) 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 outstanding on prior to the date hereof and listed on Schedule 7.03 and any refinancingsof the respective incurrence or assumption in respect of, refundings, renewals or extensions thereofthe Financial Covenants; provided that the amount foregoing provisions of such Indebtedness is this Section 7.02(a) shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal apply to a reasonable premium or other reasonable amount paid, (x) accrued expenses and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person current trade accounts payable incurred in the ordinary course of business for (to the purpose of directly mitigating risks associated extent that any such amounts constitute Indebtedness); (y) Indebtedness under Interest Rate Protection Agreements and Other Hedging Agreements entered into with liabilities, commitments, investments, assets, or property held or reasonably anticipated by respect to other Indebtedness permitted under this Agreement and (z) accrued and deferred management fees under any Management Agreement (to the extent that any such Person, or changes in the value of securities issued by such Personamounts 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 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 then shall be included only to the defaulting party; (fextent of the amount of such claim that is reasonably expected to be incurred) Indebtedness of the Company in respect of capital leasesNon-Recourse Indebtedness, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as if the aggregate principal amount of such Indebtedness, when aggregated with all other Contingent Obligations that are incurred by the Company in respect of Non-Recourse Indebtedness after the Closing Date and remain outstanding as permitted under clause (f) above, does not exceed 20exceeds 5% of Consolidated Tangible Net Worththe Adjusted Total Assets of the Company.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness of the Parent and its Subsidiaries outstanding on the date hereof Closing Date and listed set forth in Schedule 8.03 to the Disclosure Letter (and renewals, refinancings and extensions thereof on Schedule 7.03 terms and any refinancings, refundings, renewals or extensions thereofconditions no less favorable to such Person than such existing Indebtedness; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder); (c) intercompany Indebtedness and Guarantees with respect to Indebtedness so long as in each case the related Investment made by the holder of a Subsidiary owing to such Indebtedness or by the Borrower or another Subsidiaryprovider of such Guarantee, as applicable, is permitted under Section 8.02 (other than Section 8.02(f)); (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of the Parent 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) [Intentionally omitted]; (f) Guarantees with respect to any Indebtedness permitted under this Section 8.03; (g) Indebtedness in respect the form of capital leases, Synthetic Capital Lease Obligations obligations and purchase money Indebtedness; 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; (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; (h) Guarantees of Operating Lease obligations for fixed of Subsidiaries of the Parent; (i) other Indebtedness hereafter incurred by the Parent or capital assets within any of its Subsidiaries in an amount not to exceed an aggregate amount of $25,000,000 at any time outstanding; provided, that the limitations Parent (i) shall provide the Administrative Agent with copies of any certifications, computations or other information or materials required to be provided by it under the Senior Notes Indenture with respect to the incurrence of any such Indebtedness (if any) and (ii) shall not incur any such Indebtedness if it has reason to believe that the incurrence of such Indebtedness is likely to result in the occurrence of a Default or Event of Default hereunder or under any Loan Document; and (j) other Indebtedness hereafter incurred by the Parent or any of its Subsidiaries; provided, that the Parent shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in compliance with the covenant in Section 8.02(f) and the financial covenants set forth in Section 7.01(d); and 8.11 (gregardless of whether Section 8.11 is in effect or the Closing Date Term Loan Facility or Revolving Credit Facility have been Fully Satisfied) Other secured or unsecured Indebtedness not otherwise permitted by and as of the foregoing clauses of this Section 7.03, so long as most recent calendar quarter end with respect to which the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthAdministrative Agent has received the Required Financial Information.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising (i) Indebtedness existing or committed on the Closing Date (provided, that any such Indebtedness that is (x) not intercompany Indebtedness and (y) in excess of $5,000,000 shall be set forth on Schedule 6.01) and (ii) any Permitted Refinancing Indebtedness in respect thereof (other than intercompany Indebtedness Refinanced with Indebtedness owed to a person not affiliated with the ordinary course of businessBorrower or any Subsidiary); (b) (i) Indebtedness outstanding on created hereunder (including pursuant to Section 2.21) and under the date hereof other Loan Documents and listed on Schedule 7.03 and (ii) any refinancings, refundings, renewals or extensions Permitted Refinancing Indebtedness in respect thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiaryany Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes; (d) Guarantees by any Subsidiary Indebtedness in respect of self-insurance and Indebtedness and other obligations owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or of another Subsidiary otherwise permitted hereunder; (e) any Subsidiary, pursuant to reimbursement or indemnification obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contractto such person, provided that (i) such obligations are (or were) entered into by such Person in each case in the ordinary course of business for or consistent with past practice or industry norm; (e) Indebtedness of the purpose Borrower to Holdings or any Subsidiary and of directly mitigating risks associated with liabilitiesany Subsidiary to Holdings, commitmentsthe Borrower or any other Subsidiary; provided, investments, assets, or property held or reasonably anticipated that Indebtedness owed by such Person, or changes any Loan Party to any Subsidiary that is not a Loan Party incurred pursuant to this Section 6.01(e) shall be subordinated to the Loan Obligations under this Agreement on subordination terms described in the value intercompany note substantially in the form of securities issued by such Person, and not for purposes of speculation Exhibit J hereto 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 substantially identical subordination terms or other subordination terms reasonably satisfactory to the defaulting partyAdministrative Agent and the Borrower; (f) Indebtedness in respect of capital leasesperformance bonds, Synthetic Lease Obligations bid bonds, appeal bonds, surety bonds, performance and purchase money completion guarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry norm, including those incurred to secure health, safety and environmental obligations for fixed in the ordinary course of business or capital assets within the limitations set forth in Section 7.01(d); andconsistent with past practice or industry norm; (g) Other secured Indebtedness arising from the honoring by a bank or unsecured Indebtedness not otherwise permitted by other financial institution of a check, draft or similar instrument drawn against insufficient funds in each case incurred in the foregoing clauses ordinary course of this Section 7.03, so long as business or other cash management services incurred in the aggregate principal amount ordinary course of such Indebtedness, when aggregated business or consistent with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.past practice or industry norm;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed set forth on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and 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 thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, 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; (c) intercompany Indebtedness of a Subsidiary owing to the Borrower extent that the making of the loans or another Subsidiaryadvances to the applicable obligor is not prohibited by Section 8.02; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $30,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, including the cost of transportation and installation of the asset(s) financed; (f) Indebtedness of Foreign Subsidiaries in respect an aggregate principal amount not to exceed $50,000,000 at any one time outstanding (of capital leases, Synthetic Lease Obligations and which not more than $30,000,000 may be secured by Liens on property of such Foreign Subsidiaries permitted by Section 8.01(l)); (g) purchase money obligations for fixed or capital assets within Indebtedness hereafter incurred to finance the limitations purchase of real property, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the real property financed; (h) unsecured Indebtedness of the Borrower not otherwise permitted under this Section 8.03; provided that after giving effect to the incurrence thereof (i) no Event of Default shall exist and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.01(d8.11 on a Pro Forma Basis and the Consolidated Net Leverage Ratio as so calculated is at least 0.25 less than the maximum then permitted under Section 8.11(a)); (i) Guarantees with respect to Indebtedness permitted under this Section 8.03; provided that any such Guarantee given by a Loan Party in support of Indebtedness of a Subsidiary that is not a Loan Party must be permitted by Section 8.02(i); (j) to the extent constituting Indebtedness, obligations of the Borrower to redeem or repurchase its Equity Interests as described in Sections 8.06(c) and 8.06(d); and (gk) Other secured Indebtedness of the type described in Section 8.03(e) of any Person that becomes a Subsidiary after the Closing Date as a result of a Permitted Acquisition or unsecured Indebtedness not otherwise permitted assumed by the foregoing clauses Borrower or any of this Section 7.03its Subsidiaries in connection with a Permitted Acquisition, so long as provided that such Indebtedness (and any Guarantees thereof) exists at the aggregate principal amount time of such IndebtednessPermitted Acquisition, when aggregated and is not created in contemplation of or in connection with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthsuch Permitted Acquisition.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising (x) Indebtedness (other than as described in Section 6.01(b) below) existing or committed on the ordinary course Effective Date (provided, that any such Indebtedness that is owed to any person other than the Borrower and/or one or more of businessits Subsidiaries, in an aggregate amount in excess of $5,000,000 shall be set forth in Schedule 6.01) and (y) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided, that any Indebtedness outstanding pursuant to this clause (a) which is owed by a Loan Party to any subsidiary of the Borrower that is not a Loan Party shall be subordinated in right of payment to the same extent required pursuant to Section 6.01(e); (b) Indebtedness outstanding on created hereunder (including pursuant to Section 2.21, Section 2.22 and Section 2.23) and under the date hereof and listed on Schedule 7.03 other Loan Documents and any refinancings, refundings, renewals or extensions thereof; provided that the amount of Refinancing Notes incurred to Refinance 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 thereunderIndebtedness; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiaryany Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes; (d) Guarantees by any Subsidiary Indebtedness owed to (including obligations in respect of Indebtedness letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or of another Subsidiary otherwise permitted hereunder; (e) any Subsidiary, pursuant to reimbursement or indemnification obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contractto such person, provided that (i) such obligations are (or were) entered into by such Person in each case in the ordinary course of business for or consistent with past practice or industry practices; (e) Indebtedness of the purpose Borrower to any Subsidiary and of directly mitigating risks associated with liabilitiesany Subsidiary to the Borrower or any other Subsidiary; provided, commitments, investments, assets, or property held or reasonably anticipated that Indebtedness owed by such Person, or changes any Loan Party to any Subsidiary that is not a Guarantor incurred pursuant to this Section 6.01(e) (other than intercompany current liabilities incurred in the value ordinary course of securities issued by such Personbusiness in connection with the cash management, tax and not for purposes accounting operations of speculation or taking a “market view;” the Borrower and (iithe Subsidiaries) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions shall be subordinated in right of payment to the defaulting partyLoan Obligations under this Agreement on terms reasonably satisfactory to the Administrative Agent; (f) Indebtedness in respect of capital leasesperformance bonds, Synthetic Lease Obligations bid bonds, appeal bonds, surety bonds and purchase money completion guarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations for fixed in the ordinary course of business or capital assets within the limitations set forth in Section 7.01(d); andconsistent with past practice or industry practices; (g) Other secured Indebtedness arising from the honoring by a bank or unsecured Indebtedness not otherwise permitted by other financial institution of a check, draft or similar instrument drawn against insufficient funds in the foregoing clauses ordinary course of this Section 7.03business or other cash management services, so long as in each case incurred in the aggregate principal amount ordinary course of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.business;

Indebtedness. Create, incur, assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, in each case, of a Subsidiary, exceptother than: (a) Current accounts payable Indebtedness arising in under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding existing on the date hereof and listed set forth on Schedule 7.03 7.03(b) and any refinancings, refundings, renewals or extensions Permitted Refinancing thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guarantees by a Loan Party and its Subsidiaries in respect of Indebtedness otherwise permitted hereunder of a Subsidiary owing to the Borrower or another SubsidiaryLoan Party and its Subsidiaries; (d) Guarantees Indebtedness reflecting Investments in the form of loans or advances to the extent permitted under Section 7.02(f), (h), (k) or (l), provided that any such Indebtedness owed by a Loan Party shall be subject to the intercompany subordination agreement referenced in Section 7.02(k) hereof; (i) Capitalized Leases and purchase money obligations of any Subsidiary Loan Party and its Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within 90 days after the applicable acquisition, construction, repair, replacement or improvement, (ii) provided that the aggregate principal amount of Indebtedness at any one time outstanding shall not exceed $5,000,000; (f) Indebtedness in respect of Indebtedness Swap Contracts designed to hedge against any Loan Party’s or any of the Borrower its Subsidiaries’ exposure to interest rates, foreign exchange rates or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person commodities pricing risks incurred in the ordinary course of business for the purpose of directly mitigating risks associated with relating to liabilities, commitments, investments, assets, commitments or property assets 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;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculative purposes; (fg) Indebtedness to current or former officers, directors, managers and employees, their respective estates, spouses or former spouses to finance the simultaneous purchase or redemption of Equity Interests of the Company permitted by Section 7.06; (h) Indebtedness of a Person that becomes a Subsidiary of the Company after the date hereof in connection with a Permitted Acquisition or an acquisition made as an Investment permitted by Section 7.02(l); provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Company, was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Company, and is unsecured except as otherwise permitted by Section 7.01(l); (i) to the extent any of the following constitute Indebtedness, deferred purchase price payment obligations, purchase price adjustments, contingent consideration payments, earn-outs and similar obligations in connection with Permitted Acquisitions or an acquisition made as an Investment permitted by Section 7.02(l) and deferred payment obligations in connection with lateral hires of individual employees and consultants; (j) Indebtedness in respect of capital leasessurety bonds, Synthetic Lease Obligations performance bonds and purchase money other similar obligations for fixed or capital assets within incurred in the limitations set forth in Section 7.01(d)ordinary course of business of the Company and its Subsidiaries; and (gk) Other secured or other unsecured Indebtedness not otherwise permitted by of the foregoing clauses of this Section 7.03, so long as the Loan Parties and their Subsidiaries in an aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness at any time outstanding as permitted under clause (f) above, does not to exceed 20% of Consolidated Tangible Net Worth$10,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Indebtedness in respect of a Subsidiary owing to Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the Borrower or another Subsidiarylimitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (d) intercompany Indebtedness permitted under Section 7.03 (“Intercompany Debt”); provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent; (e) Guarantees by of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or of another Subsidiary otherwise permitted hereunderany Subsidiary; (ef) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, fluctuations in interest rates 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;” foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fg) direct or contingent obligations of such Person arising under performance, bid, appeal and surety bonds, performance and completion guarantees, and similar instruments (including any related indemnity agreement) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case entered into in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (h) Indebtedness in respect of capital leasesany Cash Management Agreements entered into in the ordinary course of business; (i) Indebtedness representing deferred compensation to directors or employees of the Borrower or the Subsidiaries incurred in the ordinary course of business; (j) Indebtedness consisting of promissory notes issued by the Borrower to current or former officers, Synthetic Lease Obligations directors, consultants and employees, their respective estates, spouses or former spouses to finance the purchase money or redemption of Equity Interests of the Borrower permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any Subsidiary in a Permitted Acquisition, any other Investment permitted hereunder or any Disposition, in each case constituting indemnification obligations for fixed or capital obligations in respect of earnouts, purchase price adjustments, or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation, earn-outs or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not to exceed $10,000,000; (o) Indebtedness of a Subsidiary acquired in any Permitted Acquisition that is secured only by the assets within or business acquired in the limitations applicable Permitted Acquisition, so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.01(d); and 7.11 and (gC) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness at any time outstanding as permitted under pursuant to this clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth$15,000,000; (p) other Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; and (q) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Loan Parties and their Subsidiaries existing on the date hereof Closing Date and listed on set forth in Schedule 7.03 7.03(b) (and any renewals, refinancings, refundingsand extensions thereof which do not increase the principal amount thereof and are otherwise on terms and conditions satisfactory to the Administrative Agent in its sole discretion); (c) purchase money Indebtedness (including obligations in respect of Capital Leases but excluding Synthetic Leases) hereafter incurred by the Loan Parties or any of their Subsidiaries (except Foreign Subsidiaries) to finance the purchase of fixed assets, renewals or extensions thereof; provided that the amount of (i) such Indebtedness is when incurred shall not increased exceed the purchase price of the asset(s) financed, (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, 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 (iii) the total amount equal to of all such Indebtedness at any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarytime outstanding shall not exceed $2,500,000; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Loan Party or any Subsidiary (except any Foreign Subsidiary) existing or arising under any Swap ContractHedge Agreement, 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 Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) intercompany Indebtedness permitted under Section 7.02(h); provided that the terms of such intercompany Indebtedness is reasonably satisfactory to the Administrative Agent and, if evidenced by an instrument, pledged and delivered to the Administrative Agent pursuant to the Security Agreement as additional collateral security for the Obligations, and the obligations under such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) Subordinated Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; provided that such Subordinated Indebtedness (i) has a maturity date that is not earlier than the six (6) month anniversary of the Maturity Date in respect of capital leasesthe Term Loan and (ii) by its terms, Synthetic Lease does not require amortization payments, or, except as a result of a “change of control” or default thereunder, redemption payments, prior to the maturity thereof (g) Indebtedness assumed by any Loan Party (including the Person or Property acquired) in connection with a Permitted Acquisition and any Indebtedness of the Person or Property acquired which is not retired in connection with such transaction; (h) The endorsement in the ordinary course of business of negotiable instruments for deposit or collection; (i) Guarantees by any Loan Party with respect to (i) Indebtedness permitted under this Section 7.03 and (ii) reinsurance obligations of the Captive Insurance Subsidiaries, provided the aggregate amount at any one time outstanding subject to such Guarantees of such reinsurance obligations shall not exceed $12,000,000; (j) Obligations under letters of credit issued for the account of the Target prior to the date hereof and purchase money obligations for fixed or capital assets within the limitations set forth on Schedule 7.03(j); (k) Indebtedness under the Convertible Notes; (l) Provided that no Default or Event of Default has occurred and is continuing hereunder at the time of incurrence, additional Indebtedness of any Loan Party in Section 7.01(d)an aggregate principal amount not to exceed $2,500,00 at any time outstanding; (m) Obligations with respect to earnout payments required to be paid in connection with Permitted Acquisitions; and (gn) Other secured or unsecured Indebtedness of Foreign Subsidiaries arising from trade payables unpaid for more than ninety (90) days in an aggregate amount not otherwise permitted by the foregoing clauses in excess of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth$1,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Closing Date (but excluding Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to under 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 thereunderPermitted Receivables Purchase Facility); (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or of another Subsidiary otherwise permitted hereunderany wholly-owned Subsidiary; (ed) 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; (fe) 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 7.01(d7.01(i); and; (f) Indebtedness of the Borrower or any Subsidiary in connection with Investments permitted by Section 7.02(c) or (j); (g) Other other Indebtedness, including Indebtedness arising in connection with any Permitted Receivables Purchase Facility, that either is (i) secured by Liens on assets of the Borrower or unsecured Indebtedness not otherwise permitted by any of its Subsidiaries or (ii) the foregoing clauses material terms of which are more restrictive than the terms of this Section 7.03Agreement, so long as the aggregate principal amount of all such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause described in clauses (fi) above, and (ii) above does not exceed the greater of $300,000,000 and 20% of Consolidated Tangible Net WorthWorth at any time outstanding; provided that the aggregate principal amount of all Permitted Receivables Purchase Facilities at any time outstanding may not exceed $250,000,000; and (h) other unsecured Indebtedness of the Borrower or any of is Subsidiaries so long as (i) no Default has occurred and is continuing, or would result (on a pro forma basis) from the incurrence of such Indebtedness, and (ii) the material terms thereof are either (A) in the case of Indebtedness of the Borrower or one of its Domestic Subsidiaries, no more restrictive than the terms of this Agreement, or (B) in the case of Indebtedness of a Subsidiary of the Borrower that is not a Domestic Subsidiary, no more restrictive as applied to the Borrower and its Domestic Subsidiaries than the terms of this Agreement.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.03(b)(i) and any refinancings, refundings, renewals or extensions thereof; provided that , and (ii) all cross-collateralized and cross-defaulted Indebtedness outstanding on the amount of such Indebtedness is not increased at the time of such refinancingdate hereof and listed on Schedule 7.03(b)(ii) and any refinancings, refundingrefundings, renewal renewals 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 thereunderthereof; (c) Indebtedness of a Subsidiary owing to the Guarantees by any Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower Borrowers or of another Subsidiary otherwise permitted hereunderany Subsidiary; (ed) obligations (contingent or otherwise) of the Borrowers or any Subsidiary of their Subsidiaries existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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;” (it being understood that, notwithstanding the foregoing, interest rate Swap Contracts which have the effect of converting a fixed rate to a floating rate shall be permitted to the extent such Swap Contract (or the notional amount thereof) is reflected in calculations made under Section 7.11(g)); 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; (fe) Indebtedness in respect of capital leases, Synthetic Lease Obligations leases and purchase money obligations for fixed or capital assets within assets; (f) Intra-Company Debt; (g) Recourse Indebtedness of the limitations Borrowers, the Guarantors and their Subsidiaries (whether secured or unsecured) so long as the Borrowing Group’s Share (excluding the Commitments and the Total Outstandings) does not exceed the limitation set forth in Section 7.01(d7.11(h); (h) secured Indebtedness of the Borrowers, the Guarantors and their Subsidiaries which is not Recourse Indebtedness of the Borrowers, the Guarantors or any of their Subsidiaries; (i) Indebtedness of the Borrowers and their Subsidiaries consisting of “exceptions to nonrecourse” guaranties of non-recourse Indebtedness otherwise permitted under this Section 7.03 or of other Indebtedness permitted under this Section 7.03; provided, that, “exceptions to non-recourse” shall include the types of additional exceptions customarily required by Federal National Mortgage Association or Federal Home Loan Mortgage Corporation from time to time in their standard form loan documentation and customary contingent environmental indemnities required in connection with Non-Recourse Indebtedness permitted hereunder; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit, in each case, provided in the ordinary course of business, and any extension, renewal or refinancing thereof to the extent not provided to secure the repayment of other Indebtedness; (k) Indebtedness under bonds supporting utility deposits or insurance or other comparable security deposits or property taxes, in each case incurred in the ordinary course of business; (l) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds; (m) Intentionally Omitted; (n) customary title company indemnities required in connection with Non-Recourse Indebtedness permitted hereunder, Dispositions and acquisitions of property not prohibited hereunder; (o) Indebtedness consisting of the financing of insurance premiums or otherwise arising in connection with insurance arrangements of the Borrowers or any of their Subsidiaries in the ordinary course of business; and (gp) Other secured endorsements for collection or unsecured Indebtedness not otherwise permitted by deposit in the foregoing clauses ordinary course of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthbusiness.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 8.03 and (ii) any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing(including subsequent refinancings, refundingrefundings, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paidrenewals and extensions), and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;provided that no Default would result therefrom. (c) Indebtedness Guarantees of a Subsidiary owing to the CSI, Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the CSI, Borrower or of another Subsidiary otherwise permitted hereunderany Subsidiary; (ed) obligations (contingent or otherwise) of CSI or 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; (fe) Indebtedness of CSI, Borrower or any Subsidiary in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d8.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000; (f) other Recourse Indebtedness of the Borrower or any of its Subsidiaries; (g) Non-recourse Indebtedness of the Borrower or any of its Subsidiaries (other than ▇▇▇▇▇▇ or any Subsidiary thereof); and (gh) Other secured or unsecured intercompany Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as that would constitute an Investment permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthSection 8.02(c).

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness other than (i) Indebtedness secured by Liens permitted under Section 7.01, (ii) Indebtedness (including, without limitation, Guarantees) existing on the date hereof and listed in Schedule 7.03 annexed hereto, but not the extension, renewal or refunding thereof, (iii) Indebtedness incurred hereunder, including without limitation the Guarantees (Canadian) and the Guarantee of Trademark U.S., (iv) Indebtedness to trade creditors incurred and deposits from customers received in the ordinary course of business, (v) Guarantees constituting the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (vi) purchase money Indebtedness (including Capital Lease Obligations) to finance Capital Expenditures permitted by Section 7.07 hereof provided that any Lien granted with respect to such Indebtedness is permitted by Section 7.01(e) hereof, (vii) Subordinated Indebtedness, in each case, (viii) Guarantees by the Parent of Indebtedness of a Subsidiary, except: (a) Current subsidiary permitted under this Section 7.03 or trade accounts payable arising in the ordinary course of business; (b) Indebtedness outstanding on the date hereof business in accordance with customary trade terms and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect a subsidiary of Indebtedness of the Borrower Parent permitted under this Section 7.03 or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or trade accounts payable arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business in accordance with customary trade terms but only to the extent such Indebtedness or trade accounts payable arising in the ordinary course of business in accordance with customary trade terms was incurred for the purpose benefit of directly mitigating risks associated with liabilitiessuch subsidiary, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes (ix) other unsecured Indebtedness in the value ordinary course of securities issued by such Personbusiness not to exceed $2,000,000 at any one time outstanding, (x) interest rate and not for purposes currency protection agreements occurring in the ordinary course of speculation or taking a “market view;” business, (xi) Indebtedness to finance insurance premiums and (iixii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions intercompany ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ #▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. to the defaulting party; (f) Canadian Borrower for working capital purposes not to exceed $Canadian 10,000,000 at any time outstanding provided that such Indebtedness in respect is pledged to The Chase Manhattan Bank of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthCanada.

Indebtedness. CreateThe Company will not, incurand will not permit any of its Subsidiaries to, assume incur or suffer to exist any Indebtedness, in each case, of a Subsidiary, exceptassume: (a) Current accounts payable arising in any Indebtedness if (i) either (I) immediately before giving effect to the ordinary course incurrence or assumption of business; 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 outstanding on prior to the date hereof and listed on Schedule 7.03 and any refinancingsof the respective incurrence or assumption in respect of, refundings, renewals or extensions thereofthe Financial Covenants; provided that the amount foregoing provisions of such Indebtedness is this Section 7.02(a) shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal apply to a reasonable premium or other reasonable amount paid, (x) accrued expenses and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person current trade accounts payable incurred in the ordinary course of business for (to the purpose of directly mitigating risks associated extent that any such amounts constitute Indebtedness); (y) Indebtedness under Interest Rate Protection Agreements and Other Hedging Agreements entered into 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;” respect to other Indebtedness permitted under this Agreement; and (iiz) such Swap Contract does not contain accrued and deferred management fees under any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions Management Agreement (to the defaulting party;extent that any such amounts constitute Indebtedness); or b) any Contingent Obligations (fexcluding Contingent Obligations relating to Customary Non-Recourse Exclusions except to the extent a personal recourse claim is made in connection therewith) Indebtedness of the Company in respect of capital leasesNon-Recourse Indebtedness, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as if the aggregate principal amount of such Indebtedness, when aggregated with all other Contingent Obligations that are incurred by the Company in respect of Non-Recourse Indebtedness after the Closing Date and remain outstanding as permitted under clause (f) above, does not exceed 20exceeds 3% of Consolidated Tangible Net Worththe Adjusted Total Assets of the Company.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in (i) Indebtedness under the ordinary course of business;Loan Documents, (ii) Indebtedness incurred under the BofA Agreement, (iii) Indebtedness incurred under the ▇▇▇▇▇ Agreement, (iv) Indebtedness incurred under the KeyBank Agreement; and (v) Indebtedness incurred under the Capital One Agreement. (b) intercompany Indebtedness outstanding on among members of the date hereof and listed on Schedule 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 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 thereunderConsolidated Group; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of a Loan Party 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; (fd) other Indebtedness as long as the incurrence of such Indebtedness will not cause, on a pro forma basis, a Default under the Loan Documents, including the financial covenants in respect Section 8.11; and (e) Guaranties of capital leasesthe foregoing; provided that, Synthetic Lease Obligations and purchase a Subsidiary cannot guaranty borrowed money obligations for fixed Indebtedness owed by the Parent Entity, the Borrower or capital assets within the limitations any other Loan Party unless such Subsidiary is, or simultaneously becomes, a Subsidiary Guarantor as set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth7.13.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Borrower existing on the date hereof Closing Date and listed set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on Schedule 7.03 terms and any refinancings, refundings, renewals or extensions thereof; provided that conditions not materially less favorable to 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 thereunderapplicable debtor(s)); (c) intercompany Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarypermitted under Section 8.02(d); (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of a Loan Party 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) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by a Loan Party 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; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (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; (f) Indebtedness that may exist or may be deemed to exist under the Lotronex® Acquisition Documents, the Entocort® EC Distribution Agreement, the Proleukin® Transaction Documents, the 1996 License Agreement and any other agreements providing for indemnification, purchase price adjustments and similar obligations (including Earn-Out Obligations) in connection with the lease, license, purchase or sale of assets effected in accordance with the requirements of this Agreement; (g) to the extent constituting Indebtedness, agreements to finance the deferred payment of premiums owing by a Loan Party or any of its Subsidiaries under any insurance policies required hereunder or under the other Loan Documents or obtained in the ordinary course of business; (h) (A) to the extent constituting Indebtedness, obligations under Cash Management Agreements and (B) Indebtedness incurred by a Loan Party or any of its Subsidiaries in respect of capital leasesnetting services, Synthetic Lease Obligations overdraft protections and purchase money obligations similar arrangements in each case in connection with cash management or deposit accounts. (i) other unsecured Indebtedness of the Loan Parties and their Subsidiaries in an aggregate principal amount for fixed all such Indebtedness not to exceed $7,500,000 at any one time outstanding; provided, that (i) no Default or capital assets within Event of Default exists prior to or immediately after giving effect to the limitations set forth in Section 7.01(d)incurrence of such Indebtedness and (ii) if such Indebtedness results from seller financing, such Indebtedness is not evidenced by a demand note but rather has a stated maturity; and (gj) Other secured or unsecured Guarantees with respect to Indebtedness not otherwise permitted by the foregoing under clauses (a) through (i) of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth8.03.

Indebtedness. CreateIncur, incurcreate, assume or suffer to exist or otherwise become liable in respect of any Indebtedness, in each case, of a Subsidiary, exceptother than: (a) Current accounts payable arising Indebtedness incurred prior to the date hereof as described on Schedule II attached hereto; (b) Indebtedness to the Lenders under this Agreement, the Notes or any other Loan Document; (c) Indebtedness for trade payables incurred in the ordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 payables shall be paid 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarydischarged when due; (d) Guarantees by any Subsidiary in respect Indebtedness consisting of Indebtedness of the Borrower or of another Subsidiary otherwise guaranties permitted hereunderpursuant to Section 7.03 hereof; (e) Indebtedness secured by purchase money liens as permitted under Section 7.02(i) hereof and Indebtedness arising under Capital Leases; provided that the aggregate amount of such Indebtedness incurred shall not exceed $10,000,000 in any fiscal year or $15,000,000 at any time outstanding; and, further, provided no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to the incurrence of such Indebtedness; (f) Indebtedness with respect to Hedging Agreements entered into by the Company, provided that such Hedging Agreements shall be entered into in the ordinary course of its business and not for speculative purposes; (g) Indebtedness for taxes, assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings; provided, however, that adequate reserves with respect thereto are maintained on the books of the Company or any Subsidiary of the Company in accordance with Generally Accepted Accounting Principles; (h) Indebtedness owing by (i) the Company to any Guarantor or (ii) any Guarantor to the Company or any other Guarantor, to the extent that such Indebtedness is not otherwise prohibited by the terms and conditions of this Agreement; (i) Indebtedness of any Person that becomes a Subsidiary on or after the date hereof (including, without limitation, as a result of any Permitted Acquisition); provided that such Indebtedness incurred pursuant to this Section 7.01(i) (A) shall not exceed (x) $10,000,000 in connection with any individual acquisition or (y) $30,000,000 in the aggregate at any time outstanding; and further provided that such Indebtedness (i) exists at the time such Person becomes a Subsidiary, (ii) is not created in anticipation or contemplation of such Person becoming a Subsidiary, (iii) is not directly or indirectly recourse to the Company or any of the Guarantors or any of their respective assets, other than to the Person that becomes a Subsidiary, (iv) is purchase money indebtedness or indebtedness secured only by mortgages on real property, and (v) is not unsecured indebtedness or indebtedness secured by assets of such Subsidiary other than as contemplated by the preceding clause (iv); or (B) is Subordinated Indebtedness, provided that if any agreement or instrument governing the terms of such Subordinated Indebtedness has any covenant (including a financial covenant) which is more restrictive that the corresponding covenant set forth in this Agreement or does not have a corresponding covenant in this Agreement, then the Administrative Agent shall, at the request of the Required Lenders, have the right to amend this Agreement to incorporate such covenants from such Subordinated Indebtedness; (j) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Company or any of the Guarantors in the ordinary course of business, including guarantees or obligations of the Company or any of the Guarantors with respect to letters of credit supporting such bid, performance or surety obligations (contingent in each case other than for an obligation for money borrowed) provided that any such Letters of Credit that are issued on or otherwiseafter the Closing Date are issued by the Issuing Lender hereunder unless the beneficiary of such Letter of Credit will not accept a letter of credit issued by the Issuing Lender; (k) Contingent Obligations of the Company or any of the Guarantors in respect of Indebtedness otherwise permitted under this Section 7.01 (other than this Section 7.01(k)); (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (m) (i) Indebtedness of any Non-Domestic Subsidiary owing to any party other than the Company and/or any Guarantor not exceeding $10,000,000 in the aggregate at any time outstanding; provided that such Indebtedness is not directly or indirectly recourse to the Company or any of the Guarantors or of their respective assets, other than to such Non-Domestic Subsidiary and (ii) Indebtedness of any Non-Domestic Subsidiary owing to the Company and/or any Guarantor not exceeding $30,000,000 in the aggregate at any time outstanding provided that no more than $10,000,000 of such Indebtedness may be incurred in any calendar year; (n) Indebtedness which represents a refinancing or renewal of any of the Indebtedness described in clauses (a), (b), (d) and (e); provided that (A) any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of any Subsidiary existing reasonable premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) in the case of Indebtedness described in clauses (a) and (e), such refinancing Indebtedness has a later or arising under equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, (C) the covenants, events of default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any Swap Contractguarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to the Company or any Guarantors, as applicable, than those contained in the Indebtedness being renewed or refinanced and (D) no Event of Default has occurred and is continuing or would result therefrom; (o) Indebtedness incurred in the ordinary course of business solely to support any Company or any Guarantor’s insurance or self-insurance obligations (including to secure workmen’s compensation and other similar insurance coverage; or (p) Additional Indebtedness of the Company and the Guarantors in an aggregate amount at any time outstanding not to exceed $10,000,000, provided that (i) such obligations are (no Default or were) entered into by such Person in the ordinary course Event 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, Default has occurred and not for purposes of speculation or taking a “market view;” is then continuing 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthshall be unsecured.

Indebtedness. CreateEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (ai) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (bii) Indebtedness incurred with respect to Purchase Money Security Interests and Capitalized Leases as and to the extent permitted under Section 8.2.13 [Capital Expenditures and Leases]; (iii) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement; (iv) Indebtedness owing to Foreign Subsidiaries to the extent that such Indebtedness is subordinated to the Obligations pursuant to the Intercompany Subordination Agreement and such Indebtedness does not exceed $50,000,000 outstanding in the aggregate at any time;(34) (v) Any (i) Lender Provided Hedge, (ii) Other Hedging Transaction approved by the Administrative Agent and (iii) Indebtedness under any Other Lender Provided Financial Services Product; provided however, the Loan Parties and their Subsidiaries shall enter into a Lender Provided Hedge or Other Hedging Transaction only for hedging (rather than speculative) purposes; (vi) Guaranties of Indebtedness of Foreign Subsidiaries as permitted by Section 8.2.3(iii) and (iv) [Guaranties];(35) (vii) Indebtedness existing on the date hereof and listed set forth on Schedule 7.03 8.2.1 and any refinancings, refundings, renewals or extensions Permitted Refinancings thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (cviii) Indebtedness of a Subsidiary owing to the Borrower any Loan Party or another Subsidiary; (d) Guarantees by any Subsidiary of its Subsidiaries as an account party in respect of Indebtedness trade letters of the Borrower or of another Subsidiary otherwise permitted hereundercredit; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness Guaranty Obligations of a Subsidiary owing to (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or another Subsidiary; under the First Lien Credit Agreement and (dii) Guarantees by any Subsidiary First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the Borrower or of another Subsidiary otherwise permitted hereunderFirst Lien Credit Agreement; (ed) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or property cash flows 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;” ”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fe) 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 7.01(d7.01(i); andprovided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Other secured or unsecured Guaranty Obligations of the Borrower in respect of Indebtedness not otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the foregoing clauses Borrower or any First Lien Guarantor in a Subsidiary of this Section 7.03, the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such IndebtednessIndebtedness may be outstanding at any time; (m) earn outs, when aggregated indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with all deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness outstanding as permitted under clause employment agreements); (fs) aboveIndebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed 20% of Consolidated Tangible Net Worth$2,000,000 in the aggregate at any time outstanding.

Indebtedness. CreateSet forth on: (i) Schedule 6.5(c)(i) hereto is a list and description of (A) all Indebtedness of the Credit Parties and their respective Subsidiaries (other than the Senior Notes and the Loans) in excess of $5,000,000 that will be outstanding immediately after the Effective Date and (B) all Indebtedness of the Credit Parties and their respective Subsidiaries in excess of $5,000,000 that will be repaid, incurdefeased, assume transferred or suffer otherwise terminated on or prior to exist the Effective Date; (ii) Schedule 6.5(c)(ii) hereto is a list and description of the Existing Non-U.S. Facilities and the obligations of any IndebtednessSubsidiary of Crown Holdings that has any Guarantee Obligations with respect to, is an obligor under or provides credit support in respect of such Existing Non-U.S. Facilities as of the Effective Date; and (iii) Schedule 6.5(c)(iii) hereto is a list and description of the Existing Factoring Facilities and the obligations of any Subsidiary of Crown Holdings that has any Guarantee Obligations with respect to, is an obligor under or provides credit support in respect of such Existing Factoring Facilities as of the Effective Date (collectively the “Indebtedness to Remain Outstanding”), in each casecase showing the outstanding aggregate principal amount thereof (and the aggregate amount of any undrawn commitments with respect thereto) and the name of the respective obligor and any other entity which directly or indirectly guaranteed such debt. No Indebtedness to Remain Outstanding (other than the Senior Notes) has been incurred in connection with, or in contemplation of, the Transactions or the other transactions contemplated hereby. Crown Holdings has delivered or caused to be delivered to Administrative Agent a true and complete copy of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course form of business; (b) each material instrument evidencing Indebtedness outstanding on the date hereof and for money borrowed listed on Schedule 7.03 6.5(c)(i) and any refinancings, refundings, renewals of each material agreement or extensions thereof; provided that the amount of instrument pursuant to which 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthborrowed was issued.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000; (d) Guarantees of the Borrower or any Subsidiary Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary Guarantor; (i) unsecured intercompany Indebtedness among the Borrower and the Subsidiary Guarantors, (ii) unsecured intercompany Indebtedness among the non-Loan Party Subsidiaries and (iii) unsecured intercompany Indebtedness of a non-Loan Party Subsidiary owing to the Borrower or a Guarantor, so long as no Event of Default exists immediately prior to and no Default would exist immediately after giving effect to such intercompany Indebtedness; provided that, in each case of Indebtedness incurred pursuant to clause (e)(i) or (e)(iii), such Indebtedness shall (1) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (2) be on terms (including subordination terms) acceptable to the Administrative Agent and (3) be otherwise permitted under the provisions of Section 7.03 (other than solely in reliance on clause (e) or (j) thereof) (such debt described in this clause (e), “Intercompany Debt”); (f) unsecured Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (bg) Indebtedness outstanding on relating to premium financing arrangements for property and casualty insurance plans and health and welfare benefit plans (including health and workers compensation insurance, employment practices liability insurance and directors and officers insurance), in each case incurred in the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereofordinary course of business; provided that the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (h) [reserved]; (i) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (c) and (m) hereof; provided that (i) the principal and the interest rate is not increased at the time of such refinancing, refunding, renewal or extension extension, except that the principal thereof may be increased by an amount equal to unpaid accrued interest and a reasonable premium or thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal refinancing, renewal or extension,(ii) any Liens securing such Indebtedness are not extended to any existing commitments unutilized thereunderadditional property of any Loan Party and such Indebtedness shall be secured on the same or junior basis to the Indebtedness that it refinances, (iii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, renewal or extension, (iv) such refinancing, renewal or extension does not result in a shortening of the maturity of the Indebtedness so extended, refinanced or renewed and (v) the terms of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness; (cj) Indebtedness arising from the endorsement of instruments for collection in the ordinary course of business; (k) to the extent constituting Indebtedness, indemnification obligations incurred in connection with the Disposition of any business or assets permitted hereunder; and (l) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition solely to the extent constituting indemnity obligations or obligations in respect of purchase price (including unsecured earnout obligations); (m) Indebtedness of a Person (other than a Loan Party or Subsidiary) outstanding or available to be borrowed or advanced (including, without limitation, under any factoring agreement not prohibited hereunder) as of the date such Person is acquired and becomes a Subsidiary owing or is merged with or into or consolidated with a Loan Party or Subsidiary, in each case to the Borrower extent permitted hereunder (including, for the avoidance of doubt, any such Indebtedness in connection with the Fyber Acquisition), provided that (i) such Indebtedness was not incurred by such Person in connection with, or another in contemplation of, such merger or acquisition, (ii) with respect to any such Person who becomes a Subsidiary, (A) no Loan Party or other Subsidiary is an obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness and (iii) the aggregate principal amount of all such Indebtedness at any time outstanding does not exceed $50,000,000; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (en) obligations (contingent or otherwise) of any Loan Party or 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, fluctuations in interest rates or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, foreign exchange rates and not for speculative 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; (fo) unsecured Indebtedness in an unlimited amount, so long as (i) no Event of Default exists immediately prior to and no Default would exist immediately after giving effect to such Indebtedness; (ii) the Loan Parties are in Pro Forma Compliance, immediately prior to and immediately after giving effect to such Indebtedness, with a Consolidated Leverage Ratio of not greater than 4.50:1.00 (with any committed amounts then being incurred or established assumed to be fully drawn, but without netting the proceeds from any such Indebtedness); and (iii) such Indebtedness shall (A) not mature earlier than the latest Maturity Date at the time of incurrence of such Indebtedness, (B) have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Facilities, (C) not be incurred or guaranteed at any time by a Person that is not a Guarantor and (E) with respect of capital leasesto financial covenant provisions, Synthetic Lease Obligations have terms no more restrictive to Holdings and purchase money obligations for fixed or capital assets within the limitations its Subsidiaries than those set forth in Section 7.01(d)this Agreement; (p) other unsecured Indebtedness in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; and (gq) Other secured Indebtedness in connection with treasury or unsecured Indebtedness not otherwise permitted by cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, cash pooling arrangements, netting services and other cash management arrangements of the foregoing clauses Borrower or any Subsidiary, in each case, incurred in the ordinary course of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthbusiness.

Indebtedness. CreateHoldings shall not, and shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course Loan Documents, including any Guaranty of businessthe Obligations issued by any Guarantor; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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 thereunder5.1; (c) (i) unsecured Indebtedness of a Subsidiary owing to the Borrower or another Subsidiaryand its Subsidiaries and (ii) Permitted Convertible Indebtedness of Holdings; provided that the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (c) shall not exceed $250,000,000 at any one time outstanding; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder[Intentionally Deleted]; (e) obligations [Intentionally Deleted]; (contingent or otherwisef) Indebtedness in respect of any Subsidiary existing or arising under any Swap Contract, 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 speculation; (g) Indebtedness incurred to finance the acquisition, construction or taking improvement of any assets, including Capital Lease Obligations and including any such Indebtedness incurred for such purpose within 270 days after such acquisition or completion of construction or improvement, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a “market viewLien on any such assets prior to the acquisition thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed $25,000,000 at any one time outstanding;” (i) Indebtedness of a Loan Party (other than Holdings) to another Loan Party and (ii) Indebtedness of any Subsidiary of the Borrower to any other Subsidiary or the Borrower, provided that any such Swap Contract does Indebtedness of any Subsidiary that is not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions a Loan Party to the defaulting partyBorrower or another Loan Party shall only be permitted to the extent constituting an Investment permitted under Section 5.5; (i) Guarantees by Holdings or its Subsidiaries of Indebtedness otherwise permitted under this Section 5.1; (j) Indebtedness arising from the netting services, overdraft protections or the honouring by a bank or other financial institution of a cheque, 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; (k) Indebtedness of a Subsidiary, or Indebtedness attaching to an asset of a Person that is, acquired after the date of this Agreement or a corporation merged into or consolidated with the Borrower or any of its Subsidiaries after the Agreement and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement, provided that the aggregate amount of all such Indebtedness does not at any time exceed an amount at any time outstanding in excess of $10,000,000; (l) Indebtedness incurred or arising in connection with the matters described in paragraphs (f), (h) and (w) of the definition of “Permitted Liens”; (m) Indebtedness in respect of the Senior Secured Note Documents and/or other indebtedness that has the same ranking under, and is subject to, the ABL Intercreditor Agreement in an aggregate principal amount not to exceed US$275,000,000; (n) Indebtedness in respect of the First Lien Note Documents and/or Subscription Receipt Documents in an aggregate principal amount not to exceed the sum of (i) US$350,000,000 (or the Equivalent Amount in Canadian Dollars), and (ii) $110,000,000; (o) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, holdbacks, purchase price adjustments (based on changes in working capital leasesor similar arrangements) and earn-outs in connection with a Permitted Acquisition, Synthetic Lease Obligations or from non- compete agreements, deferred compensation, consulting, incentive or similar obligations or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Holdings or any such Subsidiary pursuant to such agreements, in connection with permitted acquisitions (including Permitted Acquisitions) or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries; (p) (i) tenant improvement loans and allowances and (ii) guaranties incurred in the ordinary course of business of the obligations of suppliers, customers, franchisees, lessees, landlords and licensees of Holdings and its Subsidiaries; (q) accretion or amortization of original issue discount and accretion of interest paid in kind, in each case in respect of Indebtedness otherwise permitted by this Section 5.1; (r) Indebtedness of Holdings or any of its Subsidiaries consisting of obligations to insurance companies to pay insurance premiums (including financed premiums) arising in the ordinary course of business and not in connection with the borrowing of money or Swap Contracts; (s) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, customs, appeal or similar obligations incurred in the ordinary course of business or any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities (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), in each case in the ordinary course of business; (t) Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.1(c), (g), (k), (m), (n) or (v) (“Refinanced Indebtedness”); provided that (i) the principal amount of such refinancing, refunding, extending, defeasing, discharging, renewing or replacing Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums make-whole amounts or penalties and accrued and unpaid interest paid thereon and fees (including any closing fees and original issue discount) and expenses, in each case associated with such refinancing, refunding, extension, defeasance, discharge, renewal or replacement, (ii) such refinancing, refunding, extending, defeasing, discharging, renewing or replacing Indebtedness has a final maturity that is no sooner than the Revolving Credit Maturity Date, and (iii) if the Refinanced Indebtedness was subordinated in right of payment to the Obligations, then the terms of the refinancing refunding, extending, defeasing, discharging, renewing or replacing Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the Refinanced Indebtedness (any such refinancing, refunding, extending, defeasing, discharging, renewing or replacing Indebtedness, a “Permitted Refinancing”); (u) Indebtedness consisting of promissory notes issued by Holdings or any Subsidiary 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 money obligations for fixed or redemption of capital assets within stock or securities convertible into capital stock of Holdings or any Parent; (v) other Indebtedness of the limitations set forth in Section 7.01(d)Borrower and its Subsidiaries; provided that the principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; (w) other unsecured Indebtedness of the Borrower and its Subsidiaries; provided that the principal amount of all such Indebtedness incurred pursuant to this clause (w) shall not exceed $50,000,000; and (gx) Other secured or unsecured Indebtedness not otherwise permitted by of the foregoing clauses of this Section 7.03Borrower and its Subsidiaries incurred in connection with any sale and leaseback transaction, so long as the in an aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not to exceed 20% of Consolidated Tangible Net Worth$30 million at any time outstanding.

Indebtedness. Create, incur, assume assume, or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (ai) Current accounts payable Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness under the 2013 Indenture and any extension or refinancing thereof pursuant to Permitted Refinancing Indenture Documents; (iii) Indebtedness existing on the date of this Agreement and listed on Schedule 8.2.2; (iv) Permitted Purchase Money Indebtedness and Capital Lease Obligations (to the extent permitted by the definition of Permitted Purchase Money Indebtedness); (v) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (bvi) Guaranties of any Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fvii) Indebtedness in respect of capital leasesintercompany loans that do not constitute Restricted Investments under clauses (i), Synthetic Lease (ii) or (xii) of the definition of Restricted Investment; (viii) Indebtedness consisting of the deferred purchase price for power or insurance premiums pursuant to any provision in a power contract or insurance policy (or related agreement) that permits payment of a portion thereof to be deferred; (ix) Indebtedness incurred to repurchase stock to the extent permitted by subsection 8.2.5; (x) Derivative Obligations entered into for bona fide hedging purposes and purchase money obligations not for fixed speculative purposes; (xi) Indebtedness to the extent not included in clauses (i) through (x) above, which is permitted under (a) Section 4.06 of the 2013 Indenture as in effect on the Second Restatement Effective Date or capital assets within (b) any debt covenant contained in the limitations set forth in Section 7.01(d)Permitted Refinancing Indenture Documents so long as such debt covenants are reasonably acceptable to Agent and Majority Lenders; and (gxii) Other secured or unsecured renewals, extensions, and refinancings of Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03subsection 8.2.2; provided that any such renewal, so long as the extension, or refinancing is in an aggregate principal amount not greater than the principal amount of, and is on terms no less favorable taken as a whole to any Borrower obligated thereunder, including as to weighted average maturity and final maturity, than the Indebtedness being renewed, extended, or refinanced. Borrowers shall cause any agreements in respect of indebtedness secured by any ▇▇▇▇▇▇▇▇'s real property to contain provisions permitting Agent to access the premises in connection with the exercise of its remedies upon default (such Indebtedness, when aggregated provisions to be consistent with all other Indebtedness outstanding the provisions attached hereto as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthExhibit J).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (f) Indebtedness in respect of capital or financing leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); (g) Indebtedness of the Borrower incurred pursuant to that certain Second Amended and Restated Credit Agreement dated as of September 10, 2018 by and among the Borrower, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto; and (gh) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 2010% of Consolidated Tangible Net WorthTotal Assets.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness Indebtedness: (i) outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Refinancing Indebtedness in respect thereof; provided that or (ii) to be incurred after the amount of such Indebtedness is not increased Closing Date and which has been previously disclosed in reasonable detail to the Administrative Agent and the Lenders in writing at least three (3) Business Days prior to 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 thereunderClosing Date; (c) Indebtedness Guarantees of a Subsidiary owing to (i) the Borrower Company or another Subsidiary; (d) Guarantees by any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower Company or any Restricted Subsidiary (other than in respect of another Indebtedness permitted under subsections (g), (h) and (j) of this Section); (ii) any Loan Party in respect of Indebtedness permitted under subsections (g) and (h) of this Section; and (iii) any Limited Subsidiary otherwise in respect to Indebtedness permitted hereunderunder subsection (j) of this Section; (ed) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) unsecured intercompany Indebtedness (i) owed by the Company or any Wholly Owned Restricted Subsidiary to the Company, any other Loan Party or any other Wholly Owned Restricted Subsidiary that is not a Loan Party, (ii) owed by any Restricted Subsidiary (other than a Wholly Owned Restricted Subsidiary or a Loan Party) to the Company, any other Loan Party or a Wholly Owned Restricted Subsidiary that is not a Loan Party so long as the related Investment by the Company, other Loan Party or Wholly Owned Restricted Subsidiary that is not a Loan Party is permitted by Section 7.02(h) or (i), (iii) owed by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary to another Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary and (iv) owed by the Company or any Wholly Owned Restricted Subsidiary to a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary and not a Loan Party so long as (A) the Investment by such Restricted Subsidiary is permitted by Section 7.02(h) or (i) and (B) if such Indebtedness is owing by a Loan Party, it is subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) (i) 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 7.01(d7.01(i) and Refinancing Indebtedness in respect of such Indebtedness; (ii) other Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 7.02 and Refinancing Indebtedness in respect of such Indebtedness so long as any such Indebtedness described in this clause (ii) or any Refinancing Indebtedness in respect thereof (A) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, and (B) neither the Company nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness; provided that the aggregate amount of such Indebtedness incurred at any time under this subsection (f), when combined with all other Indebtedness incurred previously pursuant to this subsection (f) (and after giving credit for any permanent repayments of any such Indebtedness so incurred), determined as of the date of such incurrence (and after giving pro forma effect to such proposed incurrence), shall not exceed 5% of the consolidated total assets of the Company and its Restricted Subsidiaries determined in accordance with GAAP as of the last day of the fiscal quarter or fiscal year immediately preceding such date of incurrence for which financial statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (it being acknowledged and agreed that no Default shall be deemed to have occurred if the aggregate amount of all such Indebtedness incurred under this subsection (f) shall at a later time exceed 5% of the consolidated total assets of the Company and its Restricted Subsidiaries so long as at the time of each such incurrence each such incurrence was permitted to be made under this subsection (f)); (g) Indebtedness consisting of Permitted Pari Passu Indebtedness; (h) unsecured Indebtedness of the Loan Parties; provided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness the Company and its Restricted Subsidiaries shall be in compliance with each of the financial covenants contained in Section 7.12; (iii) such Indebtedness shall not be scheduled to mature prior to the Maturity Date and shall not have a weighted average life to maturity (as reasonably determined by the Administrative Agent in accordance with customary financial practice) that is shorter than the remaining term of the Commitments; and (iv) no Subsidiary of the Company other than a Loan Party shall be obligated, either primarily or as a guarantor or otherwise, with respect to such Indebtedness; (i) Indebtedness (including Permitted Receivables Financings) of any Restricted Subsidiary that is a Foreign Subsidiary (other than a Foreign Subsidiary described in clause (c) of the definition of such term) in an aggregate principal amount at the time of incurrence that, when combined with all other Indebtedness incurred previously pursuant to this subsection (i) (and after giving credit for any permanent repayments of any such Indebtedness so incurred), determined as of the date of such incurrence (and after giving pro forma effect to such proposed incurrence), shall not exceed 6.5% of the consolidated total assets of the Company and its Foreign Subsidiaries that are Restricted Subsidiaries determined in accordance with GAAP as of the last day of the fiscal quarter or fiscal year immediately preceding such date of incurrence for which financial statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (it being acknowledged and agreed that no Default shall be deemed to have occurred if the aggregate amount of all such Indebtedness incurred under this subsection (i) shall at a later time exceed 6.5% of the consolidated total assets of the Company and its Foreign Subsidiaries that are Restricted Subsidiaries so long as at the time of each such incurrence each such incurrence was permitted to be made under this subsection (i)); (j) Indebtedness of any Limited Subsidiary; provided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to such Indebtedness the Company and its Restricted Subsidiaries shall be in compliance with each of the financial covenants contained in Section 7.12; and (iii) neither the Company nor any Subsidiary of the Company, other than a Limited Subsidiary, shall be obligated, either primarily or as a guarantor or otherwise, with respect to such Indebtedness; (k) unsecured Indebtedness in an aggregate principal amount not to exceed $150,000,000 at any time outstanding; (l) additional Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (m) Indebtedness under or in respect of Cash Management Agreements; (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (o) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing); (p) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of any Loan Party or its Subsidiaries to purchase or redeem Equity Interests of the Company permitted pursuant to Section 7.06(e); (q) Indebtedness arising from agreements providing for indemnification or purchase price adjustments, in each case, incurred or assumed in connection with Investments permitted by or under Section 7.02(f)(ii), (g), (h) or (i) or the Disposition of any assets permitted by Section 7.04 or 7.05; (r) Indebtedness (i) incurred to finance insurance premiums or (ii) resulting from take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (s) Indebtedness in respect of Permitted Receivables Financings of the Company and/or its Domestic Subsidiaries so long as (i) the date of the initial incurrence of any such Indebtedness is a Permitted Receivables Financing Date, (ii) the aggregate outstanding amount of all Permitted Receivables Financings shall not exceed $300,000,000 at any time, and (iii) no such Indebtedness is in the form of a term loan facility; and (gt) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses in respect of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated any capital lease incurred in connection with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Wortha Tax Incentive Program.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Indebtedness in respect of a Subsidiary owing to Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the Borrower or another Subsidiarylimitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,500,000; (d) Intercompany Indebtedness permitted under Section 7.03; (e) Guarantees by of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or of another Subsidiary otherwise permitted hereunderany wholly-owned Subsidiary; (ef) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder in an aggregate principal amount for all such Subsidiaries outstanding at any time not to exceed $5,000,000; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower; (g) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, fluctuations in interest rates 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;” foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fh) Indebtedness under the Foreign Obligation Loan Documents in an aggregate amount not to exceed the Dollar Equivalent of $15,000,000; (i) unsecured Indebtedness in respect of capital leasesearn-outs, Synthetic Lease Obligations and contingent liabilities in respect of any indemnification obligation, adjustments of purchase money price or similar obligations for fixed owing to sellers of assets or capital assets within the limitations set forth Equity Interests to Borrower or its Subsidiaries that are incurred in Section 7.01(d); and (g) Other secured connection with a Permitted Acquisition or unsecured Indebtedness not other Investment otherwise permitted by the foregoing clauses of this Section 7.03, so long as hereunder; provided that (i) the aggregate principal amount of such IndebtednessIndebtedness shall not exceed $4,000,000 at any time outstanding and (ii) any payment of such obligations shall not be permitted if after giving effect to such payment on a Pro Forma Basis (A) a Default or Event of Default exists or would result therefrom, when aggregated or (B) the Loan Parties would not be in compliance with all the financial covenants set forth herein, recomputed as of the end of the most recent Measurement Period; (j) Indebtedness in respect of letters of credit, bank guarantees 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 insurance or other similar reimbursement-type obligations; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (k) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations incurred in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the date hereof in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (m) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; (n) Indebtedness consisting of the financing of insurance premiums payable within one (1) year; (o) Disqualified Stock that is exchangeable or convertible only into unsecured, subordinated Indebtedness of the Borrower that is not Guaranteed by any Subsidiary of the Borrower; (p) other Indebtedness outstanding as permitted under clause subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; and (fq) above, does other Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed 20% $10,000,000 at any time outstanding; provided that the Loan Parties are in Pro Forma Compliance with each of Consolidated Tangible Net Worththe financial covenants set forth in Section 7.11 at the time of incurrence thereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided, 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; (fc) Indebtedness without duplication, guaranties by a Consolidated Party in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations any Indebtedness otherwise permitted hereunder; (d) Indebtedness set forth in Schedule 7.02 (and renewals, refinancing and extensions thereof); provided, that 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 utilized thereunder (for purposes of clarity, it is understood that Funded Debt on Schedule 7.02 is included in calculating the financial covenants in Section 7.01(d7.09); and (ge) Other secured other Funded Debt (including any portion of any renewal, financing, or unsecured extension of Indebtedness set forth in Schedule 7.02 to the extent such portion does not otherwise permitted by meet the foregoing clauses criteria set forth in the proviso of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (fd) above) as long as, does not exceed 20% after giving effect thereto, the Consolidated Parties are in compliance with the financial covenants in Section 7.09, on a pro forma basis as if such Indebtedness had been incurred as of Consolidated Tangible Net Worththe last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such Indebtedness exists as of the Closing Date, as of March 31, 2021).

Indebtedness. Create, incur, assume or suffer to exist or permit any Subsidiary to create, incur, assume or suffer to exist, any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and hereof, in each case listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary; (d) Guarantees by obligations (contingent or otherwise) of any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunderarising under any Excluded Swap Contract; (e) obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract (other than any Excluded 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; (f) Indebtedness in respect of capital leases, Synthetic Lease Obligations and (i) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d7.01(b)(iii), (ii) Capital Leases and (iii) Synthetic Lease Obligations; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000; and (g) Other secured or unsecured Indebtedness of Borrower not otherwise permitted by the foregoing clauses of under this Section 7.037.02, so long as provided, that, (i) at the aggregate principal amount time of, and after giving effect to, any such incurrence of Indebtedness, no Event of Default shall have occurred and be continuing, and (ii) after giving effect to the incurrence of such Indebtedness, when aggregated Borrower shall be in compliance, on a pro forma basis, with all other the Funded Debt to Capitalization ratio covenant set forth in Section 6.12. (h) Indebtedness outstanding as of any Subsidiary not otherwise permitted under clause (f) abovethis Section 7.02, does not exceed 20% provided, that after giving effect to the incurrence of Consolidated Tangible Net Worthsuch Indebtedness, Borrower shall be in compliance, on a pro forma basis, with the Funded Debt to Capitalization ratio covenant set forth in Section 6.12.

Indebtedness. Create, incur, assume or assume, guarantee, suffer to exist or otherwise become liable on or with respect to, directly or indirectly, any Indebtedness, in each case, of a Subsidiary, exceptother than: (ai) Current accounts payable arising Indebtedness of the Sponsor under this Agreement and of the Material Subsidiaries of Sponsor pursuant to the Guaranty Agreement; (ii) Indebtedness outstanding or incurred on the Closing Date and described on Schedule 6.2(a); (iii) purchase money Indebtedness to the extent secured by a Lien permitted by Section 6.2(a)(ii) or Indebtedness of a Person acquired by the Sponsor to the extent secured by a Lien permitted by Section 6.2(a)(viii); (iv) unsecured current liabilities (other than liabilities for borrowed money or liabilities evidenced by promissory notes, bonds or similar instruments) incurred in the ordinary course of business and either (x) not more than 30 days past due, or (y) being disputed in good faith by appropriate proceedings with reserves for such disputed liability maintained in conformity with GAAP; (v) Indebtedness of Sponsor or any of its Subsidiaries under (x) Interest Rate Contracts, or (y) to the extent constituting Indebtedness, the LIBOR Lease Transaction; (vi) Subordinated Debt of the Sponsor (but not Subsidiaries of the Sponsor); (vii) Guarantees of advances to officers and employees in the ordinary course of business, or Guarantees otherwise disclosed to and approved in writing by the Servicer and the Required Participants; (bviii) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals Endorsements of instruments for deposit or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person collection 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; (f) 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 7.01(d)business; and (gix) Other secured or unsecured Indebtedness of the Sponsor (but not otherwise permitted by Subsidiaries of the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all Sponsor) (other Indebtedness outstanding as permitted under clause (fthan Guarantees) above, which does not exceed 20% of Consolidated Tangible Net Worthresult in a Unmatured Credit Event or an Credit Event pursuant hereto.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course of businessSecured Obligations; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by the Borrowers or any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder, in each case, to the extent permitted as an Investment pursuant to Section 7.02; provided that, (i) if the Indebtedness that is guaranteed is subordinated to the Secured Obligations, then such guaranty shall also be subordinated to the Secured Obligations, and (ii) no guarantee by a Subsidiary of any Indebtedness shall be permitted unless such Subsidiary shall have also provided a guarantee of the Secured Obligations on terms set forth herein; (ed) 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; (fe) Attributable Indebtedness and Indebtedness in respect of capital leases, Synthetic Lease Obligations and connection with purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d7.01(i); andprovided, however, that the aggregate amount of all such Attributable Indebtedness and purchase money obligations at any one time outstanding shall not exceed $25,000,000; (gf) Other secured so long as no Default has occurred and is continuing or would result therefrom, unsecured Indebtedness in an aggregate principal amount not otherwise permitted by to exceed $30,000,000 at any time outstanding; (i) Indebtedness of any Loan Party owing to any other Loan Party, (ii) Indebtedness of any Loan Party owing to any Subsidiary that is not a Loan Party so long as such Indebtedness is unsecured and subordinated in right of payment to the foregoing clauses payment in full of this Section 7.03the Secured Obligations pursuant to terms satisfactory to the Administrative Agent, (iii) Indebtedness of any wholly-owned Subsidiary that is not a Loan Party owing to a Loan Party, so long as the aggregate principal amount of all such Indebtedness, when aggregated together with all other Indebtedness outstanding as permitted any Investments incurred under clause (f) aboveSection 7.02(c)(iii), does not exceed 20% $50,000,000, and (iv) Indebtedness of Consolidated Tangible Net Worthany Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party; (h) Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding in respect of surety bonds, letters of credit, and similar instruments issued in the ordinary course of business; and (i) Indebtedness at any time outstanding in respect of letters of credit issued in the ordinary course of business so long as before and after giving effect to such Indebtedness, the Borrower shall be in compliance with the financial covenant set forth in Section 7.11(b) hereof on a pro forma basis after giving effect to such Indebtedness.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of Indebtedness to a SubsidiaryPerson other than a Loan Party, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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 thereunder7.03; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower Company or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower Company or of another Subsidiary otherwise permitted hereunderany Subsidiary; (ed) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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”; (fe) Attributable 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 7.01(d7.01(f); and; (f) Indebtedness secured by Liens described in Sections 7.01(a), (c), (e) and (h); (g) Other secured or unsecured Consolidated Priority Indebtedness in an aggregate principal amount outstanding at any time not to exceed 10% of Consolidated Net Worth and Tax Arrangement Priority Indebtedness in an aggregate principal amount outstanding at any time not to exceed 10% of Consolidated Net Worth, provided, in each case, that the Leverage Ratio (calculated on a pro-forma basis after giving effect to the incurrence of such Indebtedness) is less than 3.00 to 1.00; provided that, to the extent Indebtedness incurred pursuant to this Section 7.03(g) was permitted hereunder at the time of the incurrence thereof, such Indebtedness will continue to be permitted hereunder notwithstanding a subsequent decrease in Consolidated Net Worth; or (h) other Indebtedness not otherwise permitted by which is not Consolidated Priority Indebtedness, provided that after giving pro forma effect to the foregoing clauses of this Section 7.03, so long as the aggregate principal amount incurrence of such IndebtednessIndebtedness and the use of proceeds thereof, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% no Default or Event of Consolidated Tangible Net WorthDefault shall have occurred and be continuing.

Indebtedness. Create, incur, incur or assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that is outstanding on 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 thereunderClosing Date; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary of its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any of another Subsidiary its Restricted Subsidiaries otherwise permitted hereunder; provided that (i) Loan Parties may (A) issue Guarantees under this clause only in respect of Indebtedness of other Loan Parties and (B) issue Guarantees of Indebtedness of Excluded Subsidiaries to the extent the Investment resulting therefrom is permitted by Section 7.02 (other than Section 7.02(i)), (ii) Excluded Subsidiaries may issue Guarantees of Indebtedness of other Restricted Subsidiaries so long as such Indebtedness is otherwise permitted hereunder and (iii) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as favorable to the Lenders as those contained in the subordination terms with respect to such Indebtedness; (ed) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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 speculation; (e) intercompany Indebtedness constituting an Investment that is permitted under Section 7.02; (f) unsecured Indebtedness of any Loan Party (“Permitted Unsecured Ratio Debt”); provided that (i) after giving effect to such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18, (ii) the scheduled maturity date of such Indebtedness is no earlier than 91 days after the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility, (iii) and such Indebtedness does not contain any provisions providing for a holder put right or taking mandatory repurchase obligation of any Loan Party prior to such date (other than customary asset sale (including casualty and condemnation event provisions) and change of control repurchase obligations, in each case, as determined by the Borrower in good faith), (iv) no Default has occurred and is continuing or would result therefrom and (v) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Loan Party, such Indebtedness shall not exceed the Non-Guarantor Debt Cap; (g) Indebtedness secured by a Lien on the Collateral that is pari passu or junior to the Liens on the Collateral securing the Obligations (“Permitted Secured Ratio Debt”), so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18 after giving effect to such transaction and (iii) the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis, either does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio; provided that (A) the scheduled maturity date of such Indebtedness is no earlier than the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility (or in the case of Indebtedness secured by a Lien on the Collateral that is junior to the Liens on the Collateral securing the Obligations, the scheduled maturity date of such Indebtedness is no earlier than 91 days after the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall be at least three (3) months longer than that of the Term Facility), (B) such Indebtedness shall have terms and conditions (excluding pricing, rate floors, fees, original issue discount, optional prepayment or redemption terms, the amortization schedule (subject to clause (A) above), and as otherwise expressly permitted pursuant to this clause (g)) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) (other than (x) covenants or any other provisions applicable to periods only after the Maturity Date or (y) to the extent such more favorable terms are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), (C) such Indebtedness may not provide for any mandatory repayments or prepayments except to the extent required to be applied at least on a pro rata basis to repayments or prepayments of the principal amount of Term Loans hereunder (provided that any such Indebtedness that is a term loan B term facility may provide for an excess cash flow mandatory prepayment on then-current market viewterms that is not shared with the Term Loans), (D) such Indebtedness shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, and (E) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Loan Party, such Indebtedness shall not the exceed Non-Guarantor Debt Cap;” (h) [reserved]; (i) Indebtedness arising from any agreement entered into by the Borrower or any Restricted Subsidiary providing for customary indemnification, purchase price adjustment, contingent consideration or similar obligations, in each case, incurred or assumed in connection with an Acquisition, Investment or Disposition permitted hereunder (j) any Permitted Refinancing with respect to refinancing of any Indebtedness incurred pursuant to clause (b) above or clauses (r), (u) or (v) below (which shall be deemed to utilize any corresponding basket amount in such clause); (k) Indebtedness representing a refinancing, refunding, renewal or extension of Indebtedness originally incurred as Permitted Unsecured Ratio Debt, Permitted Secured Ratio Debt or Incremental Equivalent Debt (“Specified Refinancing Indebtedness”); provided, that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension in excess of the outstanding principal amount (or accreted value) of the Indebtedness being refinanced (except in an amount not to exceed the accrued interest, premiums (including tender premiums), and make-whole amounts applicable to the Indebtedness being refinanced, as well as all fees, costs, original issue discount and other expenses incurred in connection with such refinancing, refunding, renewal or extension), (ii) the terms and conditions (excluding pricing, rate floors, fees, original issue discount, optional prepayment or redemption terms and the amortization schedule (subject to clause (iii) below)) 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 (as determined in good faith by the Borrower) than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of any Term Loans or Revolving Credit Commitments existing at the time of incurrence of such Indebtedness or (y) to the extent such more favorable terms are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person) and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness shall be consistent with market conditions at the time such refinancing, refunding, renewal or extension is consummated (as determined in good faith by the Borrower), and (iii) the scheduled maturity date of such Indebtedness is no earlier than the later of (x) Latest Maturity Date and (y) the maturity date of the Indebtedness being refinanced and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility (or in the case of Indebtedness secured by a Lien on the Collateral that is junior to the Liens on the Collateral securing the Obligations, the scheduled maturity date of such Indebtedness is no earlier than the later of (x) 91 days after the Latest Maturity Date and (y) the maturity date of the Indebtedness being refinanced and the weighted average life to maturity of such Indebtedness shall be at least three (3) months longer than that of the Term Facility); (l) Indebtedness of Excluded Subsidiaries in an aggregate principal amount not to exceed the Non-Guarantor Debt Cap; (m) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business; (n) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business in an aggregate amount at any time outstanding not to exceed the premiums owed under such policy; (o) Indebtedness under or in respect of Cash Management Services Agreements entered into in the ordinary course of business; (p) Indebtedness representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent to current or former officers, directors, managers, employees, members of management and consultants of the Borrower and the Subsidiaries incurred in the ordinary course of business; (q) Indebtedness arising in connection with judgments against Borrower or its Subsidiaries to the extent such judgment is not an Event of Default hereunder; (r) purchase money Indebtedness (including obligations in respect of Capitalized Leases or Off-Balance Sheet Obligations) incurred to finance the purchase of fixed personal property assets and real property assets, and in each case, renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (r) shall not exceed an amount equal to the greater of $90,000,000 and 2% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as at the end of the four quarter period most recently then ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), in each case determined at the time of incurrence and (ii) such Swap Contract does Indebtedness when incurred shall not contain any provision exonerating exceed the non-defaulting party from its obligation to make payments on outstanding transactions to purchase price of the defaulting partyasset(s) financed; (fs) Indebtedness arising in respect connection with endorsement of capital leasesinstruments for deposit in the ordinary course of business or arising from the honoring by a bank or other financial institution of a check, Synthetic Lease Obligations draft or similar instrument; provided, however, that such Indebtedness is extinguished within ten days of incurrence; (t) Indebtedness incurred for the repurchase of Equity Interests held in the Borrower from directors, officers and purchase money obligations employees of the Borrower or any Restricted Subsidiary, or their respective spouse, heirs, or estate planning vehicles, family trusts or comparable entities or persons, upon the death, disability or termination of employment by the Borrower or such Restricted Subsidiary of such director, officer or employee; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $1,500,000 at any one time outstanding; (u) so long as the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18 after giving effect to such transaction, Indebtedness of Persons (other than Unrestricted Subsidiaries, which shall not be guaranteed or assumed by the Borrower or any Restricted Subsidiary in reliance on this clause (u)) acquired in Permitted Acquisitions or Investments permitted hereunder (the “Acquired Indebtedness”), provided that (A) such Acquired Indebtedness shall exist prior to the applicable Permitted Acquisition and shall not have been incurred in anticipation of the applicable Permitted Acquisition and (B) to the extent such Indebtedness is incurred by a Restricted Subsidiary that does not become a Loan Party on or prior to the date that is the Quarterly Reporting Date for fixed the fiscal quarter in which such Permitted Acquisition or capital assets within Investment was consummated (or such later date as the limitations set forth Administrative Agent may agree in its sole discretion), such Indebtedness shall not exceed Non-Guarantor Debt Cap; (v) other Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (i) $120,000,000 and (ii) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the four quarter period most recently then ended for which financial statements have been delivered pursuant to Section 7.01(d6.01(a) or (b), in each case determined at the time of incurrence; and (gw) Other secured Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or unsecured Indebtedness not otherwise permitted subordinated notes or loans) incurred by the foregoing clauses of this Borrower to the extent that the Borrower shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 7.03, so long as 2.16 (“Incremental Equivalent Debt”); provided that (A) upon the aggregate principal amount effectiveness of such Indebtedness, when aggregated with all other no Default or Event of Default has occurred and is continuing or shall result therefrom, (B) the scheduled maturity date of such Indebtedness outstanding as permitted under is no earlier than the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility (or in the case of Indebtedness secured by a Lien on the Collateral that is junior to the Liens on the Collateral securing the Obligations, the scheduled maturity date of such Indebtedness is no earlier than 91 days after the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall be at least three (3) months longer than that of the Term Facility); provided that the foregoing requirements of this clause (fB) shall not apply to any Qualifying Bridge Facility, (C) no Incremental Equivalent Debt shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Equivalent Debt that is secured shall be secured by any assets other than Collateral, (D)(x) the terms and conditions (excluding pricing, rate floors, fees, original issue discount, optional prepayment or redemption terms, the amortization schedule (subject to clause (B) above), does and as otherwise expressly permitted pursuant to this clause (w)) shall be substantially identical to, or (taken as a whole) not exceed 20% of Consolidated Tangible Net Worth.materially more favorable to the lenders providing such Incremental Equivalent Debt than those applicable to the Term Facility (as determined by the Borrower in good faith) or (y) such other terms that are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Ag

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, Indebtedness of a Subsidiaryany Subsidiary of the Borrower, except: (a) Current accounts payable arising in the ordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals renewals, replacements or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing the foregoing and by an amount equal to any existing commitments unutilized thereunder; (cb) Guarantees in respect of Indebtedness otherwise permitted hereunder of a Subsidiary owing to the Borrower or another any other Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (ec) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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”; (fd) other Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed that is either unsecured or capital assets within the limitations set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not by Liens that are otherwise permitted by the foregoing clauses of this Section 7.037.01(l), so long as the aggregate principal amount of such IndebtednessIndebtedness incurred pursuant to this clause (d), when aggregated combined (without duplication) with all the aggregate principal amount of Indebtedness secured by ▇▇▇▇▇ permitted by Section 7.01(l), does not at any time exceed the Maximum Priority Debt Limit; provided that the Maximum Priority Debt Limit may be exceeded pursuant to this subsection (i) at any time if such amount were satisfied at the date of incurrence but the Maximum Priority Debt Limit later decreased as a result of a decrease in Consolidated Total Assets or (ii) at the time of any refinancing, refunding, renewal, replacement or extension of any Indebtedness that was incurred at a time when the Maximum Priority Debt Limit was satisfied so long as the aggregate principal amount of such refinancing, refunding, renewal, replacement or extension does not exceed the amount then outstanding except by an amount equal to a premium or other amount paid, and accrued and unpaid interest, and fees and expenses incurred in connection with the foregoing; (e) Indebtedness outstanding of a Person existing at the time such Person became a Subsidiary and not created in contemplation thereof, and any refinancing, refunding, renewal, replacement or extension of the foregoing, so long as permitted under clause the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, replacement or extension except by an amount equal to a premium or other amount paid, and accrued and unpaid interest, and fees and expenses incurred, in connection with the foregoing and by an amount equal to any existing commitments unutilized thereunder; (f) aboveIndebtedness incurred to finance the acquisition, does not exceed 20% construction, repair, replacement or improvement of Consolidated Tangible Net Worthany fixed or capital assets, including Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, replacement or improvement; (g) Indebtedness owing by any Subsidiary of the Borrower to either (i) the Borrower or (ii) any other Subsidiary of the Borrower; and (h) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by any Subsidiary or relating to liabilities, obligations, indemnities or guarantees incurred in the ordinary course of business or pursuant to any governmental or regulatory requirements.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness of any Loan Party under the Loan Documents (including Indebtedness in respect of any Incremental Term Facility) and any Permitted Refinancing Indebtedness in respect thereof; provided that (i) such Permitted Refinancing Indebtedness may be secured or unsecured, and, if secured, (x) is secured only by the ordinary course Collateral and on a pari passu or subordinated basis with the Obligations (provided that such Permitted Refinancing Indebtedness shall not consist of businessbank loans outside this Agreement that are secured by the Collateral on a pari passu basis with the Obligations under this Agreement) and (y) is subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and (ii) the terms (excluding pricing, fees, rate floors and optional prepayment or redemption terms) of such Permitted Refinancing Indebtedness are not, when taken as a whole, materially more favorable to the lenders providing such Permitted Refinancing Indebtedness than those applicable to the Term Facility (or the Incremental Term Facility, as applicable) (other than any covenants or other provisions applicable only to periods after the Final Maturity Date (as of the date of incurrence of such Permitted Refinancing Indebtedness); (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is pursuant to Swap Agreements 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 thereunderincurred for speculative purposes; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. CreateThe Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness of the Company incurred under the Financing Documents and in respect of the ordinary course Obligations and the Guaranty of businesssuch Indebtedness by any Subsidiary of the Company; (b) Indebtedness outstanding on Capital Lease Obligations of the date hereof and listed on Schedule 7.03 and Company or 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 Subsidiary permitted 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 thereunderSection 6.15; (c) Indebtedness of a Subsidiary owing to the Borrower Company under, or another Subsidiary;constituting net exposure under, Interest Hedging Agreements entered into in accordance with Section 5.13 or otherwise permitted by the Administrative Agent; 107 (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower Company or of another any Subsidiary otherwise permitted hereunderunder any Permitted Sale Leaseback; (e) obligations (contingent unsecured Indebtedness of the Company or otherwise) of any Subsidiary existing owing to any Sponsor or arising under to any Swap ContractAffiliate, provided the principal of which is payable only after the repayment of the Obligations, which is expressly subordinated to the Obligations and which contains terms (including terms with respect to subordination) that are satisfactory to the Administrative Agent (which terms shall (i) include that, upon any foreclosure with respect to the Capital Stock of the Company, such obligations are (or were) entered into by Indebtedness shall only be payable from the excess proceeds of such Person in foreclosure after application of such proceeds to the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesObligations, 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 provide for no cash interest payments, except for cash interest payments on outstanding transactions to the defaulting partyextent and only to the extent funds are actually made available to the Company in accordance with clause "ninth" of Section 8.12(b) and only if no Default, Event of Default or Designated Event shall have occurred and be continuing); (f) any other unsecured Indebtedness in respect of capital leases, Synthetic Lease the Company or any Subsidiary owing to any other Person which is expressly subordinated to the Obligations and purchase money obligations which contains terms (including with respect to subordination) that are satisfactory to the Administrative Agent; PROVIDED, HOWEVER, and only to the extent, that the proceeds of such Indebtedness are utilized to pay Project Costs in excess of those provided for fixed or capital assets within in the limitations set forth Project Budget; (g) Indebtedness of any Subsidiary of the Company to the Company; (h) other Indebtedness of the Company and any Subsidiary in Section 7.01(d)an aggregate principal amount not to exceed $1,000,000 at any one time; (i) any Indebtedness under Revolving Credit Loans entered into after the Closing Date; and (gj) Other secured or unsecured any limited-recourse Indebtedness not otherwise permitted in connection with the procurement of letters of credit to support the payment obligations of certain Capacity Purchasers, PROVIDED that recourse is limited to an assignment of the Company's right to demand and receive payment from the applicable Capacity Purchaser whose payment obligations are supported by the foregoing clauses such letter of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthcredit.

Indebtedness. CreateBorrower and each other Loan Party shall not, and shall not permit any other member of the Consolidated Group to, create, incur, assume assume, or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount Guarantees 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any member of the Borrower or of another Subsidiary otherwise permitted hereunderConsolidated Group; (ec) obligations (contingent or otherwise) of any Subsidiary member of the Consolidated Group 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; (d) Non-Recourse Debt; (e) bad boy guaranties in connection with Investments and pursuant to which no guaranteed party has gained the right to commence exercise of remedies under any such guaranty; (f) any Indebtedness under credit facilities with Bank of America as lender and secured by, or including a repurchase agreement with respect to, Borrower’s securities investments allocated by the Investment Sub-Adviser to Western Asset Management Company, LLC for management; (g) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within any Banking Services in the limitations set forth in Section 7.01(d); andordinary course of business; (gh) Other secured or unsecured Indebtedness not otherwise permitted by of a member of the foregoing clauses of this Section 7.03Consolidated Group to any Loan Party, so long as the obligations thereunder are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations of Borrower under this Agreement) in a manner reasonably acceptable to Administrative Agent; (i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (j) unsecured Indebtedness, other than Indebtedness for borrowed money, of Borrower, any other Loan Party or any other member of the Consolidated Group in an aggregate outstanding principal amount not to exceed $1,000,000; and (k) Indebtedness that is not Secured Indebtedness consisting of obligations of any Loan Party or Subsidiary under deferred consideration (e.g., earn-outs or purchase price adjustment arrangements) or other similar arrangements incurred by such Indebtedness, when aggregated with all other Loan Party or Subsidiary so long as the aggregate Indebtedness incurred and outstanding as permitted under pursuant to this clause (fk) above, does not exceed 20% of Consolidated Tangible Net Worthis no greater than $10,000,000 at any one time.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Loan Parties and their Subsidiaries existing on the date hereof Closing Date and listed on set forth in Schedule 7.03 (and any renewals, refinancings, refundingsand extensions thereof which do not increase the principal amount thereof and are otherwise on terms and conditions satisfactory to the Administrative Agent in its sole discretion); (c) purchase money Indebtedness (including obligations in respect of Capital Leases but excluding Synthetic Leases) hereafter incurred by the Loan Parties or any of their Subsidiaries to finance the purchase of fixed assets, renewals or extensions thereof; provided that the amount of (i) such Indebtedness is when incurred shall not increased exceed the purchase price of the asset(s) financed, (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, 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 (iii) the total amount equal to of all such Indebtedness at any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarytime outstanding shall not exceed $500,000; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Loan Party or any Subsidiary existing or arising under any Swap Contract, Hedge Agreement (including any Secured Hedge Agreement); 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 Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) intercompany Indebtedness permitted under Section 7.02 (h); provided that in the case of the intercompany Indebtedness permitted pursuant to Section 7.02(h)(i) , such intercompany Indebtedness is evidenced by a demand note (which may cover all such intercompany Indebtedness) in form and substance satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Security Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations in a manner satisfactory to the Administrative Agent; (f) Subordinated Indebtedness in respect an amount not to exceed $1,000,000 (excluding the New Seller Notes permitted in subsection (h) below) at any time outstanding; provided that such Subordinated Indebtedness (i) has a maturity date that is not earlier than the six (6) month anniversary of capital leasesthe Term Loan Maturity Date and (ii) by its terms, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within does not require amortization payments prior to the limitations set forth in Section 7.01(d); andmaturity thereof; (g) Other secured or unsecured Guarantees with respect to Indebtedness not otherwise permitted by the foregoing clauses of under this Section 7.037.03 ; (h) Indebtedness under the New Seller Notes, provided, that, at the time of the issuance of such New Seller Notes, and immediately after giving effect thereto, (i) no Default or Event of Default is outstanding or would occur as a result of the issuance thereof and (ii) such New Seller Notes are subordinate to the Obligations, pursuant to terms and conditions satisfactory to Administrative Agent. Notwithstanding anything to the contrary set forth in this subsection (h), Borrowers may issue New Seller Notes in connection with any Earnout Payment so long as such New Seller Notes are Qualified Seller Notes; (i) Indebtedness of any Person that becomes a Subsidiary after the Closing Date (renewals, refinancings, and extensions thereof which do not increase the principal amount thereof), provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) the aggregate principal amount of such Indebtedness, when aggregated with all Indebtedness permitted by this subsection shall not exceed $250,000 at any time outstanding; and (j) other unsecured Indebtedness outstanding as permitted under clause (fnot otherwise covered by (a) through (i) above, does ) in an aggregate principal amount not exceed 20% of Consolidated Tangible Net Worthexceeding $250,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) intercompany Indebtedness outstanding among members of the Consolidated Group, provided however, that if the Borrower or any Subsidiary Guarantor is the obligor on the date hereof and listed on Schedule 7.03 such Indebtedness and any refinancingsother member of the Consolidated Group (other than the Borrower or a Subsidiary Guarantor) is the obligee thereof, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at must be unsecured and expressly subordinated to the time prior payment in full in cash of such refinancing, refunding, renewal or extension except by an amount equal all Obligations under subordination terms reasonably acceptable to a reasonable premium or other reasonable amount paid, the Administrative Agent and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderRequired Lenders; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of a Loan Party 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; (fd) other Indebtedness as long as the incurrence of such Indebtedness will not cause, on a pro forma basis, a Default under the Loan Documents, including the financial covenants in respect Section 8.11; and (e) Guaranties of capital leasesthe foregoing; provided that, Synthetic Lease Obligations and purchase a Subsidiary cannot guaranty borrowed money obligations for fixed Indebtedness owed by the Parent Entity, the Borrower or capital assets within the limitations any other Loan Party unless such Subsidiary is, or simultaneously becomes, a Subsidiary Guarantor as set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth7.13.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof Closing Date and listed set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on Schedule 7.03 terms and any refinancings, refundings, renewals or extensions thereofconditions no less favorable to such Person than such existing Indebtedness; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder); (c) intercompany Indebtedness and Guarantees with respect to Indebtedness, so long as in each case the related Investment made by the holder of a Subsidiary owing to such Indebtedness or by the Borrower or another Subsidiaryprovider of such Guarantee, as applicable, is permitted under Section 8.02 (other than Section 8.02(f)); (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of 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) [Intentionally omitted]; (f) Guarantees with respect to any Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in permitted under this Section 7.01(d); and8.03; (g) Other secured or unsecured Indebtedness in the form of Capital Lease obligations and purchase money Indebtedness; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the exceed an aggregate principal amount of $25,000,000 at any one time outstanding; (ii) such Indebtedness, Indebtedness when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does incurred shall not exceed 20% the purchase price of Consolidated Tangible Net Worth.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;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, fluctuations in interest rates 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;” foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) [Reserved]; (c) Indebtedness of a Subsidiary of the Reporting Company owed to the Reporting Company or a Subsidiary of the Company, which Indebtedness shall (i) be otherwise permitted under the provisions of Section 7.03 and (ii) if owed by a Loan Party to a Subsidiary that is not a Loan Party and if having an outstanding principal balance of $10,000,000 or more and, for all such Indebtedness, if having an aggregate outstanding principal balance of $50,000,000 or more, be subordinated to the Obligations (x) pursuant to a subordination agreement substantially consistent with Exhibit O or (y) otherwise in a manner reasonably satisfactory to the Administrative Agent; (d) Indebtedness under the Loan Documents; (e) Indebtedness outstanding on the Restatement Date and listed on Schedule 7.02 and any Permitted Refinancing thereof; (f) Guarantees of the Reporting Company or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Reporting Company or any Subsidiary; provided that Guarantees by any Loan Parties of Indebtedness of any Subsidiaries that are not Loan Parties are Investments permitted by Section 7.03(c), (h), (i), (m) or (n); (g) Indebtedness in respect of capital leasesCapitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d7.01(j); andprovided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000; (gh) Other secured Indebtedness of any Person that becomes a Subsidiary of the Company after the date hereof in accordance with the terms of Section 7.03(i), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Reporting Company (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Reporting Company); and any Permitted Refinancing thereof; (i) Indebtedness in an aggregate principal amount of up to $25,000,000 consisting of letters of credit or unsecured bank guaranties issued to support the obligations of the Reporting Company or any Subsidiary incurred in the ordinary course of business; (j) Indebtedness not otherwise permitted incurred to pay premiums for insurance policies maintained by the foregoing clauses Reporting Company or any of this Section 7.03its Subsidiaries in the ordinary course of business not exceeding in aggregate the amount of such unpaid premiums; (k) Indebtedness in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder; (l) Indebtedness arising in the ordinary course of business of any Loan Party or any of its Subsidiaries as an account party in respect of trade letters of credit; provided that no such trade letter of credit shall be secured by any assets of a Loan Party or any of its Subsidiaries other than the assets being acquired or shipped pursuant to such letter of credit; (m) Indebtedness arising in the ordinary course of business in respect of netting services, so long as overdraft protections, cash management services and otherwise in connection with deposit accounts; (n) Permitted Incremental Equivalent Debt and any Permitted Refinancing thereof; provided that it shall be a condition precedent to the effectiveness of any Permitted Incremental Equivalent Debt that (i) after giving effect thereto, the aggregate principal amount of the Permitted Incremental Equivalent Debt and any Permitted Refinancing thereof (assuming all such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (fPermitted Incremental Equivalent Debt is fully drawn) above, does not exceed 20% $500,000,000, (ii) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Permitted Incremental Equivalent Debt, (iii) the Reporting Company is in compliance with Section 7.11, determined as of the fiscal quarter of the Reporting Company most recently ended for which financial statements have been delivered pursuant to Section 6.01 and on an Incremental Pro Forma Basis and (iv) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Permitted Incremental Equivalent Debt, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (o) Indebtedness of Pace and its Subsidiaries outstanding on the Pace Acquisition Date provided that such Indebtedness was not incurred created in contemplation of the Pace Acquisition; (p) other unsecured Consolidated Tangible Funded Indebtedness of the Reporting Company (which may be guaranteed by the Guarantors on an unsecured basis); provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Consolidated Net WorthLeverage Ratio as of the last day of the fiscal quarter of the Reporting Company most recently ended for which financial statements have been delivered under Section 6.01, determined on a Pro Forma Basis, is at least 0.25 less than the applicable covenant level specified in Section 7.11(b) at the time of incurrence of such Consolidated Funded Indebtedness and (iii) the final maturity date of any such Consolidated Funded Indebtedness shall be no earlier than 91 days following the Latest Maturity Date; and any Permitted Refinancing thereof; (q) Indebtedness of Foreign Subsidiaries which are not Credit Parties not to exceed $75,000,000 at any time outstanding; (r) Indebtedness under a Tax Incentive Transaction; and (s) Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that is outstanding on 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 thereunderClosing Date; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary of its Subsidiaries in respect of Indebtedness of the Borrower or any of another its Subsidiaries otherwise permitted hereunder; provided that (i) Loan Parties may (A) issue Guarantees under this clause only in respect of Indebtedness of other Loan Parties and (B) issue Guarantees of Indebtedness of Excluded Subsidiaries that does not exceed, when added to the amount of all deposits to secure letters of credit for the account of a Foreign Subsidiary otherwise under Section 7.01(f), $15,000,000 in the aggregate at any time outstanding, and (ii) Excluded Subsidiaries may issue Guarantees of Indebtedness of other Subsidiaries so long as such Indebtedness is permitted hereunder; (ed) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) intercompany Indebtedness constituting an Investment that is permitted under Sections 7.02(d), (e), (f) or (g); (f) unsecured Indebtedness of any Loan Party; provided that (i) after giving effect to such Indebtedness, (A) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis is less than (1) 3.50 to 1.00 at any time on or before March 31, 2012, and (2) 3.25 to 1.00 at any time thereafter, and (B) the Borrower and its Subsidiaries are in compliance with all covenants set forth herein, (ii) the maturity date of such Indebtedness is no earlier than three (3) months after the Maturity Date, (iii) the covenants (including, without limitation, financial covenants) in the definitive documentation for such Indebtedness shall be no more restrictive than the covenants set forth herein, (iv) the other terms and conditions of the definitive documentation for such Indebtedness, taken as a whole, are no more restrictive than the terms and conditions of this Agreement, and (v) no Default has occurred and is continuing or could reasonably be expected to result therefrom; (g) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, secured Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided that such Indebtedness is not contractually senior in right of payment to the payment of the Indebtedness arising under this Agreement and the Loan Documents and either (x) was assumed or existed in connection with a Permitted Acquisition and the Liens securing such Indebtedness do not at any time encumber any Property other than the Property acquired in such Permitted Acquisition, or (y) is purchase money Indebtedness (including Capitalized Leases or Off-Balance Sheet Obligations) so long as (i) such Indebtedness, when incurred, shall not exceed 100% of the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition plus fees and expenses reasonably incurred in connection with such acquisition, (ii) such Indebtedness is created and any Lien attaches to such Property concurrently with or within forty-five (45) days of the acquisition thereof, and (iii) such Lien does not at any time encumber any Property other than the Property financed by such Indebtedness; (h) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, unsecured Indebtedness (including reimbursement obligations under letters of credit and obligations in respect of capital leasesperformance bonds and completion guarantees) of the Loan Parties in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided, Synthetic Lease Obligations that such Indebtedness is not contractually senior in right of payment to the payment of the Indebtedness arising under this Agreement and the Loan Documents; (i) Indebtedness arising from any agreement entered into by the Borrower or any Subsidiary providing for customary indemnification, purchase money obligations for fixed price adjustment, contingent consideration or capital assets within similar obligations, in each case, incurred or assumed in connection with an Acquisition or Disposition permitted hereunder; (j) securities issued in a Convertible Note Exchange; (k) Indebtedness representing a refinancing, refunding, renewal or extension of Indebtedness (x) permitted by clause (b), (f) or (j) above or clause (l) below; provided, that (i) the limitations amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension, (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, 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, (iii) with respect to the Convertible Notes and any debt incurred pursuant to Section 7.03(f) or (j), the maturity date is no earlier than three (3) months after the Maturity Date, and (iv) with respect to any Indebtedness incurred pursuant to Section 7.03(f) above as long as the conditions to the incurrence thereof as set forth in Section 7.01(d)clause (f) remain true and correct at the time of and after giving effect to such refinancing, renewal or extension, and (y) permitted by clause (h) above, as long as the conditions to the incurrence thereof remain true and correct at the time of and after giving effect to such refinancing, renewal or extensions; and (gl) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the Excluded Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided, that, the amount of such Indebtedness, when aggregated with all other Indebtedness available under Section 7.03(h) shall be reduced dollar for dollar by the amount of Indebtedness in excess of $25,000,000 outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worththis Section 7.03(l).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancingsrefinancing, refundings, renewals or extensions thereof; provided that thereof so long as the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a 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 thereunderincreased; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) Any obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (d) Any Indebtedness owing by one Loan Party or Subsidiary to another Loan Party; (e) Any Indebtedness incurred by a Loan Party or any Subsidiary to finance the acquisition, construction or improvement of a capital or fixed asset that constitutes a capital expenditure permitted by this Agreement; (f) Any Indebtedness (i) that arises from a change in the classification of an operating lease to a Capital Lease Obligation resulting from a change in GAAP, or (ii) with respect to any operating lease that would not have constituted Indebtedness under the Pre-Change Lease Accounting; (g) Intentionally omitted; (h) Indebtedness of capital leasesAllied Motion (Changzhou) Motors Co. Ltd. and/or Allied Motion (Changzhou) Trading Co., Synthetic Lease Obligations Ltd. in an aggregate in an amount not to exceed $12,500,000 or the Alternative Currency Equivalent thereof and purchase money obligations any guaranty by the Company of such Indebtedness; (i) Bank guarantees or letters of credit issued by one or more Lenders for fixed or capital assets within the limitations set forth account of a Foreign Subsidiary of a Loan Party in Section 7.01(d)an aggregate amount not to exceed $12,500,000 at any one time; and (gj) Other secured or unsecured Indebtedness in an amount not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not to exceed 20% of Consolidated Tangible Net Worth$12,500,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Indebtedness (or permit any Subsidiary (other than any Non-Recourse Subsidiary or Immaterial Subsidiary) to do so), except: (ai) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (bii) Indebtedness of the Borrower or any Subsidiary of the Borrower owing to the Borrower or any Subsidiary of the Borrower (other than any Non-Recourse Subsidiary or Immaterial Subsidiary); (iii) the Senior Notes and Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02(iii) and any refinancingsrefinancing, refundingsrefunding, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (eiv) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesfluctuations in interest rates or foreign exchange rates and not for speculative purposes; (v) Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of design, commitmentsconstruction, investmentsinstallation or improvement or lease of property (real or personal), assets, plant or property held equipment used or reasonably anticipated by useful in the business of such Person, in each case in an aggregate principal amount not to exceed the purchase price or changes in the value cost of securities issued by such Personproperty so acquired or designed, and not for purposes of speculation constructed, installed, improved 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 partyleased; (fvi) the incurrence by the Borrower or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five (5) Business Days; (vii) Guarantees of the Borrower or any of its Subsidiaries in respect of Indebtedness otherwise permitted hereunder of the Borrower or any of its Subsidiaries (other than any Non-Recourse Subsidiary or Immaterial Subsidiary); (viii) guarantees by any Loan Party and their respective Subsidiaries in the ordinary course of business of obligations of such Loan Party or Subsidiary to non-affiliated suppliers, customers, franchisees and licensees; provided that each such Subsidiary may only incur such Indebtedness with respect to another Subsidiary that is the direct or indirect parent of such Subsidiary; (ix) Indebtedness of the Loan Parties and their respective Subsidiaries providing for indemnification, adjustment of purchase price or similar price or similar obligations in connection with the acquisition of any business, assets or Equity Interest of a Subsidiary after the date of this Agreement; (x) Indebtedness in respect of capital leasesnetting services, Synthetic Lease overdraft protections and otherwise in connection with deposit accounts; (xi) Indebtedness constituting reimbursement obligations with respect to letters of credit, banker’s acceptances or similar instruments or obligations issued in the ordinary course of business; provided that upon the drawing or other funding of such letters of credit or other instruments or obligations, such drawings or fundings are reimbursed within seven days; (xii) Indebtedness under cash pooling arrangements and Swap Obligations (with respect to currency risk, interest rate risks, commodity risks and purchase money obligations price risks) in the ordinary course of business; (xiii) (A) the factoring of accounts receivable and (B) reverse factoring or confirming of accounts payable, in each case arising in the ordinary course of business; (xiv) Non-Recourse Indebtedness incurred by any Loan Party in respect of, and solely to the extent of, any collateral secured by a Non-Recourse Indebtedness Pledge Agreement, and any Refinancing thereof to the extent such Refinanced Indebtedness constitutes Non-Recourse Indebtedness; (xv) Indebtedness of the Loan Parties and their respective Subsidiaries incurred in respect of worker’s compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Borrower and its Subsidiaries in the ordinary course of business; (xvi) Indebtedness consisting of the financing, by the applicable insurer, of insurance premiums in the ordinary course of business; (xvii) Indebtedness arising from honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or credit lines in the ordinary course of business; provided that such Indebtedness is disbursed within seven (7) days of incurrence; (xviii) advance payments received from customers for fixed or capital assets within goods and services purchased and credit periods in the limitations ordinary course of business; (xix) additional Indebtedness of the Loan Parties and their respective Subsidiaries; provided that (i) the Borrower shall be in compliance with the covenants set forth in Section 7.01(d)7.11 immediately prior to and after giving effect to the incurrence of such Indebtedness on a pro forma basis, and (ii) the aggregate amount of Indebtedness that may be secured by the Collateral at any one time outstanding shall not exceed the greater of (x) $550,000,000 and (y) an amount such that, after giving effect to the incurrence thereof, the Borrower could incur not less than $1.00 of additional Indebtedness and maintain a Secured Leverage Ratio no greater than 3.50:1.00; and (gxx) Other secured additional Indebtedness of the Borrower or unsecured Indebtedness any of its Subsidiaries not otherwise permitted by the foregoing clauses of under this Section 7.03, so long as 7.02; provided that the aggregate principal amount Net Cash Proceeds of such Indebtedness, when aggregated with all other Indebtedness outstanding are applied as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthrequired by Section 2.04(b)(ii).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunderhereunder of any Loan Party; (ed) 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) consolidating inter-company Indebtedness among the Borrower and its Subsidiaries, but in the case of Indebtedness of any Non-Guarantor Subsidiary, only to the extent permitted by Section 7.02; (f) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in not expressly permitted by clauses (a) through (e) above that is secured by Liens permitted by Section 7.01(d7.01(k); and provided that the aggregate outstanding principal amount of all such Indebtedness, when combined (without duplication) with the aggregate outstanding principal amount of all Indebtedness incurred pursuant to clause (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as does not exceed 15% of Consolidated Total Assets at the time such Indebtedness is created, incurred or assumed; (g) unsecured Indebtedness of Subsidiaries; provided that the aggregate outstanding principal amount of all such Indebtedness, when combined (without duplication) with the aggregate outstanding principal amount of all Indebtedness permitted by clause (f) of this Section 7.03, does not at any time exceed 15% of Consolidated Total Assets at the time such Indebtedness is created, incurred or assumed; and (h) other unsecured Indebtedness; provided that at the time such Indebtedness is created, incurred or assumed, (i) no Default shall exist or would result from the creation, incurrence, or assumption of such Indebtedness and (ii) immediately before and immediately after giving Pro Forma Effect to the creation, incurrence, or assumption of such Indebtedness, when aggregated the Borrower and its Subsidiaries shall be in Pro Forma Compliance with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worththe covenants set forth in Section 7.11.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Borrower and its Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the date hereof and listed on Schedule 7.03 and applicable debtor(s)); (c) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any refinancingsof its Subsidiaries to finance the purchase of fixed assets, refundings, renewals or extensions thereof; provided that the amount of (i) such Indebtedness is when incurred shall not increased exceed the purchase price of the asset(s) financed, (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, 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 (iii) the total amount equal to of all such Indebtedness at any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarytime outstanding shall not exceed $5,000,000; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of 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) intercompany Indebtedness permitted under Section 8.02; (f) Senior Subordinated Notes; (g) HUD Financing existing on the Closing Date and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) (provided that the principal amount thereof shall not be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing); (h) Earn-Out Obligations in an aggregate amount not to exceed $25,000,000 at any one time outstanding, provided that such Earn-Out Obligations are subordinated to the Obligations in a manner and to an extent acceptable to the Administrative Agent; (i) other unsecured 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 7.01(d)an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; and (gj) Other secured or unsecured Guarantees with respect to Indebtedness not otherwise permitted by the foregoing clauses of under this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth8.03.

Indebtedness. Create, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to, and shall cause each of its Subsidiaries' not to exist create, incur, assume, permit, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to, any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit, (b) Indebtedness set forth on Schedule 5.20, (c) Permitted Purchase Money Indebtedness, (d) Indebtedness under an Eligible Credit Facility, (e) performance bonds, appeal bonds, surety bonds, insurance obligations or bonds and similar bonds or obligations incurred in the ordinary course of business;, (bf) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancingsowed by (i) a Subsidiary Guarantor to a Borrower, refundings, renewals (ii) a Borrower to a Subsidiary Guarantor or extensions thereof(iii) a Borrower to another Borrower; provided that the amount of in each such instance such Indebtedness is not increased at evidenced by promissory notes pledged to the time of such refinancing, refunding, renewal or extension except Collateral Agent, (g) Indebtedness arising from the honoring by an amount equal to a reasonable premium bank 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; (c) Indebtedness financial institution of a Subsidiary owing to check, draft or similar instrument inadvertently (except in the Borrower or another Subsidiary; (dcase of daylight overdrafts) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person drawn against insufficient funds in the ordinary course of business for the purpose business; provided that such Indebtedness is extinguished within three Business Days of directly mitigating risks associated with liabilitiesincurrence, (h) Indebtedness represented by guarantees by any Borrower of Indebtedness otherwise permitted to be incurred pursuant to this Section 7.1 and Indebtedness represented by guarantees by a Subsidiary Guarantor of Indebtedness of any Borrower or another Subsidiary Guarantor otherwise permitted to be incurred pursuant to this Section 7.1, commitmentsand (i) refinancings, investments, assetsrenewals, or property held extensions of Indebtedness permitted under clauses (b) and (c) of this Section 7.1 (and continuance or reasonably anticipated by renewal of any Permitted Liens associated therewith) so long as: (i) the terms and conditions of such Personrefinancings, renewals, or changes extensions do not, in Lender's judgment, materially impair the value prospects of securities issued repayment of the Obligations by such PersonBorrowers or materially impair Borrowers' creditworthiness, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does refinancings, renewals, or extensions do not contain any provision exonerating result in an increase in the non-defaulting party from its obligation principal amount of, or interest rate with respect to, the Indebtedness so refinanced, renewed, or extended, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome or restrictive to make payments on outstanding transactions Borrowers, and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the defaulting party; (f) Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness in respect of capital leasesmust include subordination terms and conditions that are at least as favorable to Lender as those that were applicable to the refinanced, Synthetic Lease Obligations and purchase money obligations for fixed renewed, or capital assets within the limitations set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such extended Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness Indebtedness: (i) outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Refinancing Indebtedness in respect thereof; provided that or (ii) to be incurred after the amount of such Indebtedness is not increased Closing Date and which has been previously disclosed in reasonable detail to the Administrative Agent and the Lenders in writing at least three (3) Business Days prior to 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 thereunderClosing Date; (c) Indebtedness Guarantees of a Subsidiary owing to (i) the Borrower Company or another Subsidiary; (d) Guarantees by any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower Company or any Restricted Subsidiary (other than in respect of another Indebtedness permitted under Sections 7.03(g) and 7.03(i)); (ii) any Loan Party in respect of Indebtedness permitted under Section 7.03(g); and (iii) any Limited Subsidiary otherwise in respect to Indebtedness permitted hereunderunder Section 7.03(i); (ed) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) unsecured intercompany Indebtedness (i) owed by the Company or any Wholly Owned Restricted Subsidiary to the Company, any other Loan Party or any other Wholly Owned Restricted Subsidiary that is not a Loan Party, (ii) owed by any Restricted Subsidiary (other than a Wholly Owned Restricted Subsidiary or a Loan Party) to the Company, any other Loan Party or a Wholly Owned Restricted Subsidiary that is not a Loan Party so long as the related Investment by the Company, other Loan Party or Wholly Owned Restricted Subsidiary that is not a Loan Party is permitted by Section 7.02(h), (iii) owed by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary to another Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary and (iv) owed by the Company or any Wholly Owned Restricted Subsidiary to a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary and not a Loan Party so long as (A) the Investment by such Restricted Subsidiary is permitted by Section 7.02(h) and (B) if such Indebtedness is owing by a Loan Party, it is subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) (i) 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 7.01(d7.01(i) and Refinancing Indebtedness in respect of such Indebtedness; (ii) other Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 7.02 and Refinancing Indebtedness in respect of such Indebtedness so long as any such Indebtedness described in this clause (ii) or any Refinancing Indebtedness in respect thereof (A) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, and (B) neither the Company nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness; provided that the aggregate amount of such Indebtedness incurred at any time under this subsection (f), when combined with all other Indebtedness incurred previously pursuant to this subsection (f) (and after giving credit for any permanent repayments of any such Indebtedness so incurred), determined as of the date of such incurrence (and after giving pro forma effect to such proposed incurrence), shall not exceed 5% of the Total Consolidated Assets of the Company and its Restricted Subsidiaries as of the last day of the fiscal quarter or fiscal year immediately preceding such date of incurrence for which financial statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (it being acknowledged and agreed that no Default shall be deemed to have occurred if the aggregate amount of all such Indebtedness incurred under this subsection (f) shall at a later time exceed 5% of the Total Consolidated Assets of the Company and its Restricted Subsidiaries so long as at the time of each such incurrence each such incurrence was permitted to be made under this subsection (f)); (g) unsecured Indebtedness of the Company and its Restricted Subsidiaries; provided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness (A) the Company and its Restricted Subsidiaries shall be in compliance with each of the financial covenants contained in Section 7.12, and (B) the Consolidated Net Leverage Ratio shall not be greater than 3.50 to 1.00; (iii) such Indebtedness (other than commercial paper and any related commercial paper backup facility) shall not be scheduled to mature prior to the date that is ninety (90) days after the Scheduled Maturity Date and shall not have a weighted average life to maturity (as reasonably determined by the Administrative Agent in accordance with customary financial practice) that is shorter than the remaining term of the Commitments; and (iv) no Subsidiary of the Company other than a Loan Party shall be obligated, either primarily or as a guarantor or otherwise, with respect to such Indebtedness; (h) Indebtedness (including Permitted Receivables Financings) of any Restricted Subsidiary that is a Foreign Subsidiary (other than a Foreign Subsidiary described in clause (c) of the definition of such term) in an aggregate principal amount at the time of incurrence that, when combined with all other Indebtedness incurred previously pursuant to this subsection (h) (and after giving credit for any permanent repayments of any such Indebtedness so incurred), determined as of the date of such incurrence (and after giving pro forma effect to such proposed incurrence), shall not exceed 6.0% of the Total Consolidated Assets of the Company and its Restricted Subsidiaries as of the last day of the fiscal quarter or fiscal year immediately preceding such date of incurrence for which financial statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (it being acknowledged and agreed that no Default shall be deemed to have occurred if the aggregate amount of all such Indebtedness incurred under this subsection (h) shall at a later time exceed 6% of the Total Consolidated Assets of the Company and its Restricted Subsidiaries so long as at the time of each such incurrence each such incurrence was permitted to be made under this subsection (h)); provided that, after a Loan Party consummates a Qualifying Permitted Acquisition, such percentage shall be increased from 6% to 8.5% for the six-month period beginning on the date on which such Qualifying Permitted Acquisition occurs and Total Consolidated Assets shall be determined giving pro forma effect to any such Qualifying Permitted Acquisition; (i) Indebtedness of any Limited Subsidiary; provided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to such Indebtedness the Company and its Restricted Subsidiaries shall be in compliance with each of the financial covenants contained in Section 7.12; and (iii) neither the Company nor any Subsidiary of the Company, other than a Limited Subsidiary, shall be obligated, either primarily or as a guarantor or otherwise, with respect to such Indebtedness; (j) additional Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (k) Indebtedness under or in respect of Cash Management Agreements; (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (m) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing); (n) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of any Loan Party or its Subsidiaries to purchase or redeem Equity Interests of the Company permitted pursuant to Section 7.06(e); (o) Indebtedness arising from agreements providing for indemnification or purchase price adjustments, in each case, incurred or assumed in connection with Investments permitted by or under Section 7.02(f)(ii), (g), or (h) or the Disposition of any assets permitted by Section 7.04 or 7.05; (p) Indebtedness (i) incurred to finance insurance premiums or (ii) resulting from take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (q) Indebtedness in respect of Permitted Receivables Financings of the Company and/or its Domestic Subsidiaries so long as (i) the aggregate outstanding amount of all Permitted Receivables Financings shall not exceed $500,000,000 at any time, and (ii) no such Indebtedness is in the form of a term loan facility; and (gr) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses in respect of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated any capital lease incurred in connection with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Wortha Tax Incentive Program.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that is outstanding on 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 thereunderClosing Date; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary of its Subsidiaries in respect of Indebtedness of the Borrower or any of another its Subsidiaries otherwise permitted hereunder; provided that (i) Loan Parties may (A) issue Guarantees under this clause only in respect of Indebtedness of other Loan Parties and (B) issue Guarantees of Indebtedness of Excluded Subsidiaries that does not exceed, when added to the amount of all deposits to secure letters of credit for the account of a Foreign Subsidiary otherwise under Section 7.01(f), $25,000,000 in the aggregate at any time outstanding, and (ii) Excluded Subsidiaries may issue Guarantees of Indebtedness of other Subsidiaries so long as such Indebtedness is permitted hereunder; (ed) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) intercompany Indebtedness constituting an Investment that is permitted under Sections 7.02(b), 7.02(d), 7.02(e), 7.02(f), 7.02(g), 7.02(l) or 7.02(m); (f) unsecured Indebtedness in respect of capital leasesany Loan Party; provided that (i) after giving effect to such Indebtedness, Synthetic Lease Obligations and purchase money obligations for fixed the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis shall be less than or capital assets within equal to the limitations then current maximum ratio set forth in Section 7.01(d7.17(a), (ii) the scheduled maturity date of such Indebtedness is no earlier than three (3) months after the Maturity Date and such Indebtedness does not contain any provisions providing for a holder put right or mandatory repurchase obligation of any Loan Party prior to such date (other than customary asset sale and change of control repurchase obligations), (iii) the financial covenants and other negative covenants in the definitive documentation for such Indebtedness shall be no more materially restrictive (taken as a whole) than the financial and other negative covenants set forth herein in the reasonable determination of the Borrower, (iv) the other terms and conditions of the definitive documentation for such Indebtedness, taken as a whole, shall be customary for definitive documentation of Indebtedness of similarly situated issuers of similar forms of Indebtedness at such time in the reasonable determination of the Borrower, and (v) no Default has occurred and is continuing or could reasonably be expected to result therefrom; (g) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, secured Indebtedness in an aggregate principal amount not to exceed the greater of (A) $100,000,000 or (B) 15% of Consolidated Tangible Assets at any time outstanding; provided that such Indebtedness is not contractually senior in right of payment to the payment of the Indebtedness arising under this Agreement and the Loan Documents and either (x) was assumed or existed in connection with a Permitted Acquisition and the Liens securing such Indebtedness do not at any time encumber any Property other than the Property acquired in such Permitted Acquisition, or (y) is purchase money Indebtedness (including Capitalized Leases or Off-Balance Sheet Obligations) so long as (i) such Indebtedness is created and any Lien attaches to such Property concurrently with or within forty-five (45) days of the acquisition thereof, and (ii) such Lien does not at any time encumber any Property other than the Property financed by such Indebtedness; (h) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, unsecured Indebtedness (including reimbursement obligations under letters of credit and obligations in respect of performance bonds and completion guarantees) of the Loan Parties in an aggregate principal amount not to exceed $75,000,000 at any time outstanding; provided, that such Indebtedness is not contractually senior in right of payment to the payment of the Indebtedness arising under this Agreement and the Loan Documents; (i) Indebtedness arising from any agreement entered into by the Borrower or any Subsidiary providing for customary indemnification, purchase price adjustment, contingent consideration or similar obligations, in each case, incurred or assumed in connection with an Acquisition or Disposition permitted hereunder; (j) [reserved]; (k) Indebtedness representing a refinancing, refunding, renewal or extension of Indebtedness (x) permitted by clauses (b) or (f) above or clause (l) below; provided, that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension (except in an amount not to exceed all fees, costs and other expenses incurred in connection with such refinancing, refunding, renewal or extension), (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, 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 shall be consistent with market conditions at the time such refinancing, refunding, renewal or extension is consummated, (iii) with respect to any debt incurred pursuant to Section 7.03(f), the maturity date is no earlier than three (3) months after the Maturity Date, and (iv) with respect to any Indebtedness incurred pursuant to Section 7.03(f) above as long as the conditions to the incurrence thereof as set forth in clause (f) remain true and correct at the time of and after giving effect to such refinancing, renewal or extension, and (y) permitted by clause (h) above, as long as the conditions to the incurrence thereof remain true and correct at the time of and after giving effect to such refinancing, renewal or extensions; (l) Indebtedness of Excluded Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (m) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business and either (i) consistent with past practices or (ii) reasonably necessary for the operation of the business of the Borrower and its Subsidiaries; (n) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (o) customary Indebtedness under or in respect of Cash Management Services Agreements entered into in the ordinary course of business: (p) Indebtedness representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent to current or former officers, directors, managers, employees, members of management and consultants of the Borrower and the Subsidiaries incurred in the ordinary course of business; (q) Indebtedness arising in connection with judgments against Borrower or its Subsidiaries to the extent such judgment is not an Event of Default hereunder; provided however, such Indebtedness under this clause (q) shall not exceed the Threshold Amount; and (gr) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Permitted Warrant Transactions that constitute Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. CreateEach Loan Party shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness and Guarantees thereof outstanding on the date hereof and Closing Date and, to the extent exceeding $1,000,000 individually or $5,000,000 in the aggregate, either listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereofdisclosed prior to the Closing Date in the Parent’s publicly available filings with the SEC; provided that the amount of any such Indebtedness is not increased at or Guarantee owed by any Loan Party or Subsidiary to the time of such refinancingParent, refunding, renewal any other Loan Party 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 thereunderSubsidiary shall be set forth on Schedule 7.03; (c) Guarantees in the ordinary course of business in respect of Indebtedness otherwise permitted hereunder owed by any Subsidiary (other than Guarantees of a Indebtedness permitted by Section 7.03(b)), so long as such Loan Party or Subsidiary owing to the Borrower or another Subsidiarycould have otherwise incurred such Indebtedness; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary that is not a Loan Party 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 either (A) executing the agency trading operations of the Company and its Subsidiaries through “clearing agreements” or similar contracts, or (B) 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 in either case not for purposes of speculation or taking a “market view;” ”; and (ii) in any such case, 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; (fe) Indebtedness of any Subsidiary in respect of capital leasesCapital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d7.01(i); and (gf) Other secured Indebtedness (other than Indebtedness owed to the Company or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as Parent) constituting an Investment permitted under clause (f) above, does Section 7.02; provided that any Indebtedness owed by a Loan Party to any Subsidiary that is not exceed 20% a Loan Party must be subordinated in right of Consolidated Tangible Net Worthpayment to the Obligations on terms reasonably acceptable to the Administrative Agent.

Indebtedness. CreateThe Borrowers will not, incurnor will they permit any Subsidiary to, assume create, incur or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (i) The Loans and the Reimbursement Obligations; (ii) Indebtedness (including Contingent Obligations) existing on the date hereof and described in the Disclosure Schedule; (iii) Indebtedness arising under Financial Contracts permitted by Section 7.9; (iv) Contingent Obligations permitted by Section 7.8; (v) non-recourse Indebtedness in a restricted or special purpose Subsidiary (for which consent of the Required Lenders must be obtained) and as to which none of the Credit Parties (i) provides any guaranty or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (ii) is directly or indirectly liable (as a guarantor or otherwise); provided, that after giving effect to such Indebtedness outstanding from time to time, the Credit Parties are not in violation of any of the financial covenants of Article 8; (vi) normal and ordinary course trade Indebtedness and customary obligations relating to the operation of oil and gas producing properties, drilling rigs and gathering and processing systems and midstream asset operations which are not greater than 90 days past invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (vii) unsecured senior indebtedness not in excess of $20,000,000 in total; (viii) lease obligations (including building and office leases and leases for equipment) which would cause the aggregate amount of all rental payments in any calendar year to be greater than $20,000,000; (a) Current accounts payable arising the Existing Subordinated Notes and (b) other subordinated Indebtedness (including subordinated Indebtedness convertible to equity) provided that (i) at the time of incurring such subordinated Indebtedness (A) no Default, Event of Default or Deficiency has occurred and is then continuing and (B) no Default, Event of Default or Deficiency would result from the incurrence of any such subordinated Indebtedness after giving effect to the incurrence of such Indebtedness (and any concurrent repayment of Indebtedness with the proceeds of such incurrence), (ii) no subordinated Indebtedness has any scheduled amortization prior to six (6) months after the Facility Termination Date; (iii) no subordinated Indebtedness matures sooner than six (6) months after the Facility Termination Date; (iv) the other material terms of all such subordinated Indebtedness are not generally more restrictive, taken as a whole, than the terms of this Agreement and the other Loan Documents or the Existing Subordinated Notes; and (v) the Borrowing Base is adjusted as contemplated by Section 2.6.8 and the Borrowers make any prepayment required under Section 2.8.2; (x) usual and customary insurance premiums financed in the ordinary normal course of business; (bxi) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancingsregarding self-insured liabilities, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderincluding retentions under insurance policies; (cxii) miscellaneous items of unsecured Indebtedness of a Subsidiary owing to not described in subsections (i) through (xi) above which do not in the Borrower or another Subsidiary; total (d) Guarantees by any Subsidiary in respect of taking into account all such Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (eCredit Parties) obligations (contingent or otherwise) of exceed $40,000,000 at 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; (f) 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 7.01(d)one time outstanding; and (gxiii) Other secured or unsecured extensions, renewals and replacements of any such Indebtedness that do not otherwise permitted by increase the foregoing clauses of this Section 7.03, so long as the aggregate outstanding principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.thereof or result in an earlier maturity date or decreased remaining weighted average life to maturity thereof;

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness of any Loan Party pursuant to any Loan Document; (b) Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary; (c) Guarantee Obligations incurred in the ordinary course of businessbusiness by the Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor; (bd) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the weighted average life to maturity of, the principal amount thereof); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (f) Hedge Agreements in respect of Indebtedness otherwise permitted hereby that bears interest at a floating rate, so long as such agreements are not entered into for speculative purposes (including those Hedge Agreements in existence on the date hereof and listed on Schedule 7.2(f)); (g) Indebtedness existing on the Closing Date or incurred thereafter in respect of the deferred purchase price in connection with the acquisition of Biovance not to exceed $12,000,000; (h) Indebtedness of the Borrower and any of its Subsidiaries in respect of any receivables securitization to the extent reasonably approved by the Administrative Agent in an aggregate principal amount not to exceed $75,000,000, so long as the Net Cash Proceeds of any such receivables securitization shall be applied as set forth in Section 2.11(b); (A) Indebtedness of the Borrower in respect of unsecured notes, so long as (I) such Indebtedness has no scheduled principal payments prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) no covenant or default contained in the unsecured notes is more restrictive than those contained in this Agreement, as reasonably determined by the Administrative Agent and (III) if subordinated, the unsecured notes contain subordination terms that are no less favorable in any material respect to the Lenders than those applicable to offerings of "high-yield" subordinated debt by similar issuers of similar debt at the same time as reasonably agreed to by the Administrative Agent; provided, that the Net Cash Proceeds of such unsecured notes shall be applied as set forth in Section 2.11(b) (except that if after giving effect to such Indebtedness the Borrower is in pro forma compliance with Section 7.1 hereof, the Net Cash Proceeds of such unsecured notes may be used to finance acquisitions permitted pursuant to this Agreement); and (B) Guarantee Obligations of any Loan Party in respect of such Indebtedness, provided that if the amount unsecured notes are subordinated, such Guarantee Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the unsecured notes; (j) any Indebtedness of any Person prior to such Person becoming a Subsidiary pursuant to an acquisition permitted by the terms of this Agreement; provided, that (i) such Indebtedness is not increased at the time created in contemplation 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 acquisition and by an (ii) such Indebtedness does not exceed the aggregate amount equal to any existing commitments unutilized thereunderof $10,000,000; (ck) additional Indebtedness of a Subsidiary owing incurred in relation to the pledge by the Borrower or another Subsidiaryof the Capital Stock of the Armkel Joint Venture to the lenders under the Armkel Credit Agreement; provided, any guarantee associated with such pledge is non-recourse to the Borrower; (dl) Guarantees by additional Indebtedness of any Foreign Subsidiary in respect of an aggregate principal amount (for all the Foreign Subsidiaries) not to exceed $20,000,000 at any one time outstanding; and (m) additional Indebtedness of the Borrower or any of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person its Domestic 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 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the an aggregate principal amount of such Indebtedness, when aggregated with (for the Borrower and all other Indebtedness outstanding as permitted under clause (fSubsidiaries) above, does not to exceed 20% of Consolidated Tangible Net Worth$10,000,000 at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Borrower and its Subsidiaries existing on the date hereof Closing Date and listed on set forth in Schedule 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 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 thereunder8.03; (c) intercompany Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarypermitted under Section 8.02; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of 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) Priority Debt in an aggregate principal amount not to exceed 10% of the Borrower’s Consolidated Net Worth at any time outstanding; provided, however, that secured Indebtedness of the Borrower and its Subsidiaries shall not exceed 25% of such Priority Debt permitted pursuant to this clause (e); (f) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, Synthetic Lease Obligations 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; (ii) such Indebtedness when incurred shall not exceed the purchase money obligations price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for fixed a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (g) other unsecured Indebtedness of the Borrower or capital assets within any Subsidiary in an aggregate principal amount not to exceed $20,000,000 outstanding at any given time; (h) the limitations set forth in Section 7.01(d)Permitted Preferred Equity; and (gi) Other secured or unsecured Guarantees with respect to Indebtedness not otherwise permitted by the foregoing clauses of under this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth8.03.

Indebtedness. CreateThe Borrower will not permit any of the Non-Guarantor Subsidiaries to create, incur, incur or assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, exceptexcept for the following: (a) Current accounts payable arising Indebtedness in an aggregate principal amount not to exceed, as of the ordinary course date such Indebtedness is incurred and when taken together with all other Indebtedness incurred pursuant to this Section 6.04(a) and then outstanding, the lesser of business(A) 20% of Consolidated Net Tangible Assets less, if the Loans, LC Exposure and other obligations under this Agreement have not been secured as contemplated under Section 6.02(n), the amount of Indebtedness secured under Section 6.02(n) and (B) 15% of Consolidated Net Tangible Assets; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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 thereunderAcquired Indebtedness; (c) Indebtedness of a Subsidiary owing to under the Borrower or another SubsidiaryLoan Documents; (d) Guarantees by any Subsidiary in respect of Indebtedness of owed to the Borrower or of to another Subsidiary otherwise permitted hereunderSubsidiary; (e) obligations (contingent or otherwise) of any Non-Guarantor Subsidiary existing or arising under any Swap Contracthedging agreements or other derivative products; provided that, provided that (i) such obligations are (or were) entered into by such Person Non-Guarantor Subsidiary 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 PersonNon-Guarantor Subsidiary, or changes in the value of securities issued by such PersonNon-Guarantor Subsidiary, 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”; (f) current liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money or (ii) the obtaining of credit, except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (g) guarantees of Extensions of Credit hereunder; and (h) Indebtedness in respect of capital leasestaxes, Synthetic Lease Obligations assessments, governmental charges or levies and purchase money obligations claims for fixed or capital assets within labor, materials and supplies to the limitations set forth extent that payment therefor shall not at the time be required to be made in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by accordance with the foregoing clauses provisions of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthAgreement.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on of any Loan Party set forth in Schedule 7.03 8.03 and any refinancingsrenewals, refundings, renewals amendments or extensions replacements thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refundingamendment or replacement thereof, 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; (c) (i) intercompany Indebtedness resulting from Investments permitted under Section 8.02(g) or Section 8.02, (ii) intercompany Indebtedness from PRA Group, Inc. provided that the proceeds of any such intercompany Indebtedness incurred by the Borrower is on-lent to a Subsidiary owing Contributing Guarantor and that, in each case, such intercompany Indebtedness is applied for the purposes set out in Section 8.02(m) and (iii) intercompany Indebtedness from PRA Group, Inc to the Borrower on or another Subsidiaryimmediately following the Closing Date for the purposes of making the Closing Date Intercompany Loan 2 (“Closing Date Intercompany Loan 1”) provided that the Closing Date Intercompany Loan 1 shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary Loan Party 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) Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by any Loan Party to finance the purchase of fixed assets (including, but not limited to, vehicles, plant, equipment or computers) 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 GBP 1,000,000; (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, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees 960766985.12 104 and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Permitted Subordinated Debt and the Permitted Subordinated Note; (g) Indebtedness in respect of capital leasesworker’s compensation claims, Synthetic Lease Obligations self-insurance obligations, bankers’ acceptances and bid, performance or surety bonds issued for the account of any Loan Party; (h) Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (i) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (j) Indebtedness in the form of obligations under indemnification, purchase money price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out obligations, early retirement or termination obligations, pension fund obligations for fixed or capital assets within contributions and similar claims, obligations or contributions incurred in connection with any Permitted Acquisition, other acquisition, disposition or Investment permitted by this Agreement; (k) Indebtedness consisting of the limitations set forth financing of insurance premiums in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary of the Borrower or a Contributing Guarantor after the Closing Date as the result of 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 7.01(d8.03(b)); (m) Permitted Purchase Obligations; (n) Incremental Equivalent Debt; and (go) Other other secured or and unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the (a) through (n) in an aggregate principal amount not to exceed the Dollar Equivalent of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth$5,000,000 at any one time outstanding.

Indebtedness. CreateThe Borrower shall not, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding existing on the date hereof and listed on Schedule 7.03 7.02 as Indebtedness of the Borrower, in an amount not to exceed the amount listed on Schedule 7.02, and any refinancings, refundings, renewals or extensions thereof; provided that the amount renewals, extensions, and replacements of such Indebtedness is that do not increased increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal renewal, extension, 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 thereunderreplacement; (c) Indebtedness Guaranty Obligations of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise Subsidiaries permitted hereunderunder Section 7.03; (ed) obligations (contingent or otherwise) of any Subsidiary the Borrower 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 Borrower for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Personthe Borrower, or changes in the value of securities issued by such Personthe Borrower, and not for purposes of speculation or taking a “market view;,” and (ii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyparty after the occurrence of an “Early Termination Date” (as defined in such Swap Contract); (fe) Indebtedness in respect of capital leases, Synthetic Lease Obligations Obligations, and purchase money obligations for fixed or capital assets, so long as any Liens securing such Indebtedness satisfy the requirements of Section 7.01 (i); (f) Other secured Indebtedness of the Borrower in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (g) Indebtedness of the Borrower not otherwise permitted by this Section 7.02, so long as (i) no Default or Event of Default exists on the date any such Indebtedness is created, incurred, assumed, or arises after giving effect to such incurrence of Indebtedness, (ii) such Indebtedness is unsecured, and (iii) such Indebtedness shall not have a claim on any assets within or earnings of the limitations set forth in Section 7.01(d)Borrower or its Subsidiaries ranking prior to the Obligations; and (gh) Other secured Indebtedness of the Borrower arising under one or unsecured Indebtedness not otherwise permitted by more surety bonds issued or obtained in the foregoing clauses ordinary course of this Section 7.03, so long as the business in an aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not to exceed 20% of Consolidated Tangible Net Worth$25,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness of the Borrower under the Financing Documents not to exceed an outstanding principal amount of $2,425,000,000 plus any Incremental Loans, not to exceed $750,000,000 and (ii) Indebtedness of PSE under the Operating Company Financing Documents in an aggregate amount not to exceed an outstanding principal amount of $1,150,000,000 plus incremental loans under the Energy Hedging Facility (as defined in the Operating Company Credit Agreement) not to exceed $175,000,000; (b) Existing Indebtedness; (i) Indebtedness incurred by the Borrower in respect of Interest Hedging Agreements or (ii) Indebtedness incurred by PSE in respect of Interest Hedging Agreements or Other Hedging Agreements not for speculative purposes and to the extent permitted by the Operating Company Financing Documents; (d) Indebtedness constituting Investments permitted by Section 7.04(d); (e) Indebtedness incurred by PSE consisting of commercial paper issuances to fund the working capital of the Borrower Group in an aggregate principal amount not to exceed, together with amounts outstanding under the “Liquidity Facility” (as defined in the Operating Company Credit Agreement), $400,000,000; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes an Operating Company, or Indebtedness attaching to assets that are acquired by any Borrower Group Member, in each case pursuant to a Permitted Acquisition after the Financial Closing Date, in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding for all such Indebtedness under this paragraph (f), provided that (x) such Indebtedness existed at the time such Person became an Operating Company or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by any Borrower Group Member (other than by any such person that so becomes an Operating Company or that acquires such assets), and (ii) any replacements, refunding, renewal or extension of a Subsidiaryany Indebtedness specified in subclause (i) above, except:provided, that such replaced, refunded, renewed or extended Indebtedness satisfies the definition of Permitted Refinancing Indebtedness as if such definition were applicable to such Indebtedness; (ag) Current Indebtedness arising from Capitalized Leases or with respect to purchase money security interests in an aggregate principal amount not exceeding $40,000,000 at any one time outstanding; (h) Indebtedness arising from the deferred purchase price of property or services in an aggregate principal amount not exceeding $15,000,000 at any one time outstanding; (i) Indebtedness under or reimbursement obligations in respect of letters of credit and bankers acceptances issued for performance, surety, appeal or indemnity bonds or with respect to workers’ compensation claims, insurance or statutory obligations, in each case incurred in the ordinary course of business in an aggregate principal amount not exceeding $100,000,000 at any one time outstanding; (j) Indebtedness arising from netting services, overdraft protection, Cash Management Obligations and otherwise in connection with deposit, securities and commodities accounts payable arising in the ordinary course of business; (bk) Permitted Refinancing Indebtedness; (l) Tax-Free Debt in an aggregate amount not to exceed $250,000,000; (m) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and owed to any refinancingsPerson providing property, refundingscasualty, renewals business interruption or extensions thereof; provided that liability insurance to Borrower or any Operating Company of Borrower, 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 annual period in which such Indebtedness is incurred and, in any event, not increased in excess of $5,000,000 at the time of such refinancingany time; (n) Indebtedness arising from agreements providing for indemnification, refundingholdbacks, renewal or extension except by an amount equal to a reasonable premium working capital or other reasonable amount paidpurchase price adjustments, and fees and expenses reasonably incurredearn-outs, non-compete agreements, deferred compensation or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of any Borrower Group Member pursuant to such agreements, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderPermitted Acquisitions or Dispositions permitted under Section 7.02; (co) other Indebtedness of a Subsidiary owing incurred by PSE (x) under the First Mortgage Bond Documents or (y) pursuant to the Borrower or another Subsidiaryissuance of Hybrid Debt Securities (and, in the case of each of clauses (x) and (y), any refinancing thereof incurred in accordance with the definition of “Permitted Refinancing Indebtedness”, except that the terms of such refinanced Indebtedness may permit make-whole payments and call premiums) to repay Operating Company Capital Expenditure Loans in an aggregate principal amount not exceeding $500,000,000 in any fiscal year after the Financial Closing Date plus 100% of any unused amounts from the prior fiscal years after the Financial Closing Date, such amount to be adjusted, with respect to the fiscal year in which the Financial Closing Date occurs, on a pro rata basis for the number of days remaining in such fiscal year since the Financial Closing Date; (dp) Guarantees all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above; (q)(i) other Indebtedness incurred by any Subsidiary in respect of Indebtedness PSE between the date of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Merger Agreement and the Financial Closing Date 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 an amount not to exceed $50,000,000 in the value of securities issued by such Personaggregate and any Permitted Refinancing Indebtedness thereof, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does other Indebtedness incurred after the Financial Closing Date in an aggregate amount not contain to exceed $25,000,000 at any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) 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 7.01(d)time; and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. Create, Company shall not incur, assume create, issue, assume, or suffer to exist any Indebtedness, in each case, and Company shall not permit any of a Subsidiaryits Restricted Subsidiaries to do any of the foregoing, except: (a) Current accounts payable arising a. The Obligations. b. At any time, current liabilities determined in accordance with GAAP, other than for borrowed money, incurred in the ordinary course of business;, and intercompany Indebtedness between any of Company and its Restricted Subsidiaries. (b) c. Indebtedness outstanding existing on the date hereof Amendment No. 2 Effective Date and listed disclosed on Schedule 7.03 6.11, and any refinancings, refundings, renewals extension or extensions thereofrefinancing of such Indebtedness; provided that the amount Indebtedness incurred in connection with such extension or refinancing, and the Related Agreements pertaining thereto, do not cross-default to any other Indebtedness of Company or any of its Subsidiaries except, in the case of: (A) an extension, any cross-default that is contained in the Related Agreements pertaining to such extended Indebtedness is not increased at the time of such its extension; or (B) a refinancing, refundingany cross-default to other Indebtedness that is held by the holder of the refinancing Indebtedness. d. Indebtedness consisting of endorsements for collection, renewal deposit or extension except by an amount equal to a reasonable premium negotiation and warranties of products or other reasonable amount paid, and fees and expenses reasonably incurredservices, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person each case incurred in the ordinary course of business for business. e. Permitted Permanent Loans, provided that such Permitted Permanent Loans shall cause any automatic amendment of this Agreement that applies under the purpose “most favored lender” provision in Section 5.20. f. Contingent Obligations in respect of directly mitigating risks associated Indebtedness permitted by this Section 6.11, contingent liabilities permitted by Section 6.13 and sale leaseback transactions permitted by Section 6.18. g. Other unsecured Indebtedness incurred by Company or any of its Restricted Subsidiaries; provided that: (i) reasonably before the incurrence of such Indebtedness, Agent has received an unexecuted form that is finalized in all material respects of each material Related Agreement to be signed and delivered in connection with liabilities, commitments, investments, assets, such transaction (with the understanding that this clause (i) shall not apply to Indebtedness between the Company and a Restricted Subsidiary 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;” any two Restricted Subsidiaries); and (ii) such Swap Contract does not contain other unsecured Indebtedness shall cause any automatic amendment of this Agreement that applies under the “most favored lender” provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth5.20.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on set forth in Schedule 7.03 8.03 and any renewals, refinancings, refundingsamendments, renewals or replacements and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, 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 or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended; (c) Intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary owing (i) such Indebtedness shall be CHAR1\▇▇▇▇▇▇▇▇▇ subordinated prior to the Borrower 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 another Subsidiaryafter giving effect to such prepayment; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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 non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fe) purchase money Indebtedness hereafter incurred to finance the purchase of fixed assets, and obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations, and renewals, replacements, amendments, refinancings and extensions of the foregoing, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase money obligations for fixed or capital assets within price of the limitations set forth in asset(s) financed; (f) Guarantees with respect to Indebtedness permitted under clauses (a) through (e) this Section 7.01(d)8.03; and (g) Other secured Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance bonds, revenue bonds, stay bonds, customs bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit and performance and completion guarantees issued for the account of any Loan Party, in each case, incurred in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or unsecured other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (i) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (j) Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition; (k) other Indebtedness of a nature not otherwise permitted by contemplated in the foregoing clauses of this Section 7.03in a principal amount not to exceed, so long as with respect to the Loan Parties and their Subsidiaries, $1,000,000 in the aggregate principal amount at any time outstanding; (l) Indebtedness representing deferred compensation to employees of such Indebtedness, when aggregated with all other the Borrower or any Subsidiary; and (m) Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worththe Indenture.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, exceptother than: (a) Current accounts payable arising Indebtedness under this Agreement and otherwise outstanding on the Closing Date as set forth on Schedule 7.01 attached hereto; (b) unsecured current liabilities (other than liabilities for borrowed money or liabilities evidenced by promissory notes, bonds or similar instruments) incurred in the ordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing Intermet pursuant to the Borrower or another SubsidiaryNote Purchase Agreement and secured by Liens which are pari passu with Liens on such collateral in favor of the Lenders securing the Obligations hereunder and governed by the terms of the Intercreditor Agreement; (d) Guarantees Investments in the form of intercompany loans permitted by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunderSections 7.06(a) hereof; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into Subordinated Debt which is unsecured and approved as to terms and conditions by such Person in the ordinary course of business for Agent and 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 partyRequired Lenders; (f) Indebtedness of a Person which is acquired by or consolidated with a Consolidated Company as long as such Indebtedness is not obtained in respect contemplation of capital leases, Synthetic Lease Obligations and such acquisition; (g) purchase money obligations for fixed or capital assets within Indebtedness to the limitations set forth in extent secured by a Lien permitted pursuant to Section 7.01(d7.02(f); and (gh) Other secured additional Indebtedness of Intermet which is pari passu in all material respects with the Obligations, without limiting the foregoing, such Indebtedness will not have the benefit of any security or unsecured Indebtedness guaranties not otherwise permitted by benefitting the foregoing clauses Obligations and will have representations and warranties, covenants, events of default and conditions to borrowing which are not more restrictive than the provisions of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthAgreement.

Indebtedness. CreateThe Borrower shall not, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding existing on the date hereof and listed on Schedule 7.03 7.02 as Indebtedness of the Borrower, in an amount not to exceed the amount listed on Schedule 7.02, and any refinancings, refundings, renewals or extensions thereof; provided that the amount renewals, extensions, and replacements of such Indebtedness is that do not increased increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal renewal, extension, 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 thereunderreplacement; (c) Indebtedness Guaranty Obligations of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise Subsidiaries permitted hereunderunder Section 7.03; (ed) obligations (contingent or otherwise) of any Subsidiary the Borrower 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 Borrower for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Personthe Borrower, or changes in the value of securities issued by such Personthe Borrower, and not for purposes of speculation or taking a “market view;,” and (ii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyparty after the occurrence of an “Early Termination Date” (as defined in such Swap Contract); (fe) Indebtedness in respect of capital leases, Synthetic Lease Obligations Obligations, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03assets, so long as any Liens securing such Indebtedness satisfy the requirements of Section 7.01(i); (f) Other secured Indebtedness of the Borrower; provided that the aggregate principal amount of such Indebtedness, when aggregated with all other the secured Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.the Borrower incurred pursuant to this Section 7.02

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed Ninth Amendment Effective Date set forth on Schedule 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 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 thereunder7.03; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Restricted Subsidiary owing that is not a Loan Party such Indebtedness shall be unsecured and be subordinated prior to the Borrower or another SubsidiaryObligations in a manner and to an extent reasonably acceptable to the Administrative Agent; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Personbusiness, and not for purposes of speculation speculation; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) incurred to finance all or taking a “market view;” any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Loan Parties or any of the Restricted Subsidiaries and renewals, refinancings and extensions thereof, provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (x) $100,000,000 and (iiy) 5% of Consolidated Net Tangible Assets as of 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 partydate of incurrence; (f) Indebtedness the Senior Notes; (g) to the extent constituting Indebtedness, obligations in respect of capital leasesCash Management Agreements; (h) to the extent constituting Indebtedness, Synthetic Lease Obligations obligations in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, bankers’ acceptances, performance, bid, surety, appeal, reclamation, remediation and purchase money similar bonds and completion guarantees (not for borrowed money) provided in the ordinary course of business; (i) to the extent constituting Indebtedness, obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five (5) Business Days; (j) Indebtedness of any Person incurred and outstanding on or prior to the date on which such Person became a Restricted Subsidiary or was acquired by, or merged into or arranged or consolidated with, the Borrower or any of its Restricted Subsidiaries (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of or was otherwise acquired by the Borrower); provided that (i) neither the Borrower nor any Restricted Subsidiary (other than such Person and its Restricted Subsidiaries or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness (except, for fixed the avoidance of doubt, as separately permitted under another clause of this Section 7.03 (other than clause (o))) and (ii) either (A) the Consolidated Net Leverage Ratio, determined on a Pro Forma Basis for such incurrence of Indebtedness and acquisition, merger or capital assets within consolidation does not exceed 3.00 to 1.0 at the limitations time of incurrence thereof or (B) the aggregate principal amount of all such Indebtedness does not exceed $25,000,000; (k) to the extent constituting Indebtedness, obligations consisting of unpaid insurance premiums owed to any Person providing property, casualty, liability or other insurance to any Loan Party or any other Restricted Subsidiary in any fiscal year, pursuant to reimbursement or indemnification obligations to such Person; provided that such Indebtedness is incurred only to defer the cost of such unpaid insurance premiums for such fiscal year and is outstanding only during such fiscal year; (l) to the extent constituting Indebtedness, obligations outstanding under Deferred Revenue Financing Arrangements; (m) other unsecured Indebtedness provided that (i) no Default shall exist or shall result therefrom, (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.01(d7.11 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 6.01(a) or (b) after giving effect to the incurrence of such Indebtedness (and the use of proceeds thereof) on a Pro Forma Basis (and the Consolidated Net Leverage Ratio, as so calculated, shall not exceed 3.00 to 1.0) and (iii) not more than $150,000,000 in the aggregate of Indebtedness of the Loan Parties incurred pursuant to this clause (m) and having a maturity sooner than the Maturity Date shall be outstanding at any one time; (n) Indebtedness of Restricted Subsidiaries that are not Guarantors in an aggregate outstanding principal amount not to exceed the greater of (i) $50,000,000 and 4.0% of Consolidated Net Tangible Assets as of such date of incurrence; (o) Guarantees with respect to Indebtedness permitted under this Section 7.03; provided that, if the Indebtedness being Guaranteed is subordinated to or pari passu with the Obligations, then the Guarantee must be subordinated or pari passu, as applicable to the same extent as the Indebtedness Guaranteed; (p) Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 7.03(b), (f), (j), (m) or (p); and (gq) Other secured or unsecured additional Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the in an aggregate principal amount of such Indebtedness(or accreted value, when aggregated with as applicable) at any time outstanding, including all other Permitted Refinancing Indebtedness outstanding as permitted under incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (fq), not to exceed, as of any date of incurrence, the greater of (x) above, does not exceed 20$25,000,000 and (y) 2.5% of Consolidated Net Tangible Net WorthAssets as of such date of incurrence.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on set forth in Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereofthereof on terms and conditions no less favorable to such Person than such existing Indebtedness); provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Indebtedness and Guarantees with respect to Indebtedness, so long as in each case the related Investment made by the holder of a Subsidiary owing to such Indebtedness or by the Borrower or another Subsidiaryprovider of such Guarantee, as applicable, is permitted under Section 8.02 (other than Section 8.02(f)); (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of 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; (fe) purchase money Indebtedness (including obligations in respect of capital leases, Capital Leases or Synthetic Lease Obligations Obligations) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of property, plant or equipment (and renewals and extensions thereof), provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed at any one time outstanding an aggregate principal amount of $50,000,000 (other than any such Indebtedness incurred to re-purchase money property previously sold as part of a Sale and Leaseback Transaction); (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 (plus transaction costs and accrued interest) outstanding thereon at the time of such refinancing; (i) contingent obligations with respect to surety bonds and similar instruments incurred in the ordinary course of business in an aggregate amount not to exceed $10,000,000 at any time outstanding and (ii) endorsements for fixed collection or capital assets within deposit in the limitations ordinary course of business; (g) Indebtedness of Sierra Military or its Subsidiaries arising under the Sierra Military Receivables Financing, in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; (h) Guarantees by the Borrower of (i) leases by its Subsidiaries of office and medical space entered into in the ordinary course of business, (ii) the CII Debentures that have a final maturity date after September 30, 2003, (iii) reserve obligations and similar obligations of its Subsidiaries under applicable Laws and (iv) the obligations of its regulated Subsidiaries under insurance policies issued by such Subsidiaries in the ordinary course of business; (i) Indebtedness arising under the Convertible Bond Indenture and the Convertible Bonds in an aggregate principal amount not to exceed $120,000,000 at any time outstanding; (j) unsecured Subordinated Indebtedness, in an aggregate principal amount not to exceed $150,000,000 at any time outstanding, provided that (i) the loan documentation with respect to such Subordinated Indebtedness shall contain covenants and default provisions relating to the Consolidated Parties that are less restrictive than the covenants and default provisions contained in the Loan Documents, and (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Subordinated Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, (A) the Consolidated Leverage Ratio would be less than 1.00 to 1.00 and (B) the Loan Parties would otherwise be in compliance with the financial covenants set forth in Section 7.01(d7.15(a)-(d), in each case as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information; and; (gk) Other secured or other unsecured Indebtedness not otherwise permitted hereafter incurred by the foregoing clauses Borrower or any of this Section 7.03its Subsidiaries, so long as provided that (i) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to any Consolidated Party that are more restrictive than the covenants and default provisions contained in the Loan Documents, and (ii) the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does shall not exceed 20% of Consolidated Tangible Net Worth$10,000,000 at any time outstanding.

Indebtedness. Create, incur, assume Incur or suffer permit to exist or remain outstanding any Indebtedness; provided, in each casehowever, of a Subsidiary, except:that the Loan Parties and their Subsidiaries may incur or permit to exist or remain outstanding the following Indebtedness (“Permitted Indebtedness”): (a) Current accounts payable arising Indebtedness in favor of the ordinary course of businessLenders or the Administrative Agent under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 8.1 and any refinancings, refundings, renewals or extensions thereof; provided that the amount Permitted Refinancing Indebtedness in respect 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 thereunderIndebtedness; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary Restricted Parties in respect of Indebtedness guarantees and/or obligations as an account party in respect of the Borrower face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including worker’s compensation claims and security to a landlord for any lease obligation of a Restricted Party and obligations incurred in connection with insurance or of another Subsidiary otherwise permitted hereunder; (esimilar requirements) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for and (to the purpose extent such practice has been established) consistent with past practice; (d) Indebtedness arising from the honoring by a bank or other financial institution of directly mitigating risks associated with liabilitiesa check, commitments, investments, assets, draft or property held or reasonably anticipated by such Person, or changes similar instrument drawn against insufficient funds in the value ordinary course of securities issued by business and (to the extent such Personpractice has been established) consistent with past practice; provided that such Indebtedness is extinguished within twenty (20) Business Days after the incurrence of such Indebtedness; (e) Unsecured Indebtedness incurred if both: (i) the Total Fixed Charge Coverage Ratio determined on a pro forma basis after giving effect to the incurrence of such Indebtedness (including the pro forma application of the net proceeds therefrom) would not be less than [Redacted – Commercially Sensitive Information], 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 Total Net Leverage Ratio determined on outstanding transactions a pro forma basis after giving effect to the defaulting partyincurrence of such Indebtedness (including the pro forma application of the net proceeds therefrom) would not be greater than [Redacted – Commercially Sensitive Information], and any Permitted Refinancing Indebtedness in respect of such Indebtedness; (f) Non-Recourse Debt not to exceed [Redacted – Commercially Sensitive Information] at any time outstanding; (g) intercompany Indebtedness owing to and held by any Restricted Party, provided that: (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Loan Party and (ii) any sale or other transfer of any such Indebtedness to a Person that is not a Loan Party, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Restricted Party, as the case may be, that was not permitted by this clause (g); (h) Indebtedness of a Restricted Party that is not a Loan Party owed to another Restricted Party; (i) the Guarantee by any Restricted Party of Indebtedness of a Restricted Party that was permitted to be incurred by another provision of this Section 8.1; (j) Purchase Money Obligations and Finance Lease Obligations in an aggregate principal amount not to exceed [Redacted – Commercially Sensitive Information] in the aggregate at any time; (k) Indebtedness in respect of capital leasesworkers’ compensation claims, Synthetic Lease Obligations health, disability, or other employee benefits, warehouse receipt or similar facilities, property, casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and purchase money obligations for fixed surety bonds or capital assets within other similar bonds or obligations, and any Guarantees or letters of credit functioning as or supporting any of the limitations set forth foregoing, in Section 7.01(d); andeach case provided by such Restricted Party in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (gl) Other Indebtedness with respect to letters of credit issued in the ordinary course of business and (to the extent such practice has been established) consistent with past practice, provided that such Indebtedness shall not exceed [Redacted – Commercially Sensitive Information] in the aggregate at any time; (m) Permitted Acquisition Indebtedness and any Permitted Refinancing Indebtedness in respect of such Permitted Acquisition Indebtedness; (n) Indebtedness under cash management agreements or incurred in respect of netting services, overdraft protections and similar protections, in each case, in connection with cash management or deposit accounts in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (o) Indebtedness representing deferred compensation to directors, officers, members of management, consultants, independent contractors or employees (in their capacities as such) of a Restricted Party incurred in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; provided that such Indebtedness shall not exceed [Redacted – Commercially Sensitive Information] in the aggregate at any time; (p) such other Indebtedness consented to by the Administrative Agent and the Required Lenders from time to time in writing; (q) Indebtedness in an aggregate principal amount not to exceed [Redacted – Commercially Sensitive Information] at any time outstanding, which is (i) secured or by a Lien permitted under Section 8.2, and (ii) incurred in the ordinary course of business and consistent with past practice (to the extent such practice has been established), including, for the avoidance of doubt, deferred payment obligations in respect of inventory purchases; (r) Acquired Real Property Indebtedness; (i) unsecured Indebtedness arising from (A) [reserved] and (B) agreements of the Parent or any Subsidiary providing for unsecured obligations consisting of indemnifications, Guarantees, adjustments of purchase or acquisition price or similar obligations (including earn- outs), in each case, incurred or assumed in connection with any Permitted Acquisition, other Investments or the disposition of any business, assets or a Subsidiary not otherwise prohibited by this Agreement, provided that no earnout or similar payment with respect to a Permitted Acquisition may be paid at any time after the occurrence and during the continuance of a Default (other than a Default arising under Section 10.1(c) or 10(h)) or an Event of Default or if a Default (other than a Default arising under Section 10.1(c) or 10(h)) or an Event of Default would result from such payment, and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness; (t) Indebtedness consisting of obligations of the Parent or any Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with Permitted Acquisitions or any other Investment permitted hereunder; provided that the aggregate amount of such obligations shall not exceed [Redacted – Commercially Sensitive Information] in the aggregate at any time; (u) Indebtedness consisting of the financing of insurance premiums; (v) Indebtedness issued by the Parent or any Subsidiary to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent permitted by Section 8.7; provided that such Indebtedness shall not exceed [Redacted – Commercially Sensitive Information] in the foregoing clauses aggregate at any time; (w) the [Redacted – Confidential] Loan in an aggregate principal amount not to exceed [Redacted – Commercially Sensitive Information] at any time outstanding; (x) unsecured Indebtedness of, incurred on behalf of, or representing unsecured Guarantees of this Indebtedness of, joint ventures permitted under Section 7.038.4(n) in an aggregate principal amount outstanding that, so long as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of such Indebtedness, when aggregated with all any other Indebtedness outstanding as pursuant to this Section 8.1(x), would not exceed [Redacted – Commercially Sensitive Information]; (y) Indebtedness assumed or incurred in connection with a Permitted Acquisition or other Investment permitted under clause Section 8.4, so long as (fi) above, such Indebtedness was not incurred in contemplation of such acquisition or Investment and (ii) the Total Net Leverage Ratio determined on a pro forma basis after giving effect to such acquisition or Investment and such Indebtedness (including the pro forma application of the net proceeds thereof) does not exceed 20% 5. [Redacted – Commercially Sensitive Information], and the Total Fixed Charge Coverage Ratio determined on a pro forma basis after giving effect to such acquisition or Investment and such Indebtedness (including the pro forma application of Consolidated Tangible Net Worththe net proceeds thereof) is not less than [Redacted – Commercially Sensitive Information], and any Permitted Refinancing Indebtedness in respect thereof; (z) Indebtedness under one or more revolving credit facilities that ranks senior in right of payment and, if secured, senior in right of security with the Obligations, in an aggregate principal amount not to exceed [Redacted – Commercially Sensitive Information] at any time outstanding; provided that any such Indebtedness shall be subject to a Revolver Intercreditor Agreement; (aa) Indebtedness arising from vendor takeback loans, seller financing and similar obligations incurred or assumed in connection with any Permitted Acquisition or other Investment not prohibited by this Agreement, such Indebtedness not to exceed [Redacted – Commercially Sensitive Information]; (bb) Owned Real Property Indebtedness; and (cc) all commercially reasonable premiums (if any, including tender premiums), expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (bb) above or refinancings thereof. Notwithstanding any other provision of this Section 8.1 and for the avoidance of doubt, the maximum amount of Indebtedness that may be incurred pursuant to this Section 8.1 will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was incurred as permitted by this Section 8.1.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.3 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderrefinancing; (c) Indebtedness Guaranty Obligations of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned Restricted Subsidiary; provided no Subsidiary other than a Guarantor shall guarantee Indebtedness permitted by Section 7.3(f) or Section 7.3(ik), and provided further, that if the Indebtedness being guaranteed under this Section 7.3(c) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of another Subsidiary otherwise permitted hereundersuch Indebtedness; (ed) obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or arising under any Swap ContractHedging Agreement with any Lender (or any Affiliate of any Lender) or any Person with an investment grade debt rating acceptable to the Administrative Agent at the time such Hedging Agreement is entered into or any other Person acceptable to the Administrative Agent, 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;” ”; and (ii) such Swap Contract 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; (fe) Indebtedness of the Borrower or any Guarantors (excluding Indebtedness of the type otherwise permitted by this Section 7.3) in respect an aggregate principal amount not to exceed $25,000,000 at any time outstanding, provided that (i) such Indebtedness shall either be unsecured or secured only by Liens satisfying all of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations conditions set forth in Section 7.01(d7.1(h); and (ii) the proceeds of such Indebtedness shall not be used to refinance, replace, collateralize, defease, redeem or repay any Indebtedness permitted by Section 7.3(f) or Section 7.3(ik). (f) unsecured Indebtedness of Borrower (and related unsecured Guaranty Obligations of the Guarantors) outstanding under (i) the 2012 Senior Notes (together with any permitted Refinancing Indebtedness thereof), provided that after giving effect to the Exchange Offer the aggregate principal amount of any Indebtedness outstanding thereunder (together with any Permitted Refinancing Indebtedness thereof) shall not exceed $300,000,000169,747,000 at any time, (ii) the 2011 Senior Notes (together with any permitted Refinancing Indebtedness thereof), provided that after giving effect to the Exchange Offer the aggregate principal amount of any Indebtedness outstanding thereunder (together with any Permitted Refinancing Indebtedness thereof) shall not exceed $400,000,000 at any time,270,557,000 at any time, (iii) the 2015 Senior Notes (together with any permitted Refinancing Indebtedness thereof), provided that after giving effect to the Exchange Offer the aggregate principal amount of any Indebtedness outstanding thereunder (together with any Permitted Refinancing Indebtedness thereof) shall not exceed $697,195,000 at any time (iii) any Permitted Additional Notes (together with any permitted Refinancing Indebtedness thereof), provided that the aggregate principal amount of any Indebtedness outstanding under such Permitted Additional Notes (together with any Permitted Refinancing Indebtedness thereof), not including any amount used to call, redeem or repurchase 2012 Senior Notes or, 2011 Senior Notes or 2105 Senior Notes (which, to the extent meeting the requirements of such definition, shall constitute Permitted Refinancing Indebtedness) shall not exceed $300,000,000 at any time, and (iv) any Permitted Refinancing Indebtedness of items (i), (ii) or (iii)1,137,499,00 at any time, in each case less the amount of principal payments, redemptions or defeasance thereof; (g) Indebtedness constituting intercompany loans or advances owing by a Guarantor to the Borrower pursuant to Section 7.2(d)(2) evidenced by a Pledged Note; (h) unsecured insurance premium financing in the ordinary course of business; (i) [Intentionally Omitted]; (j) the Debt to be Repaid (so long as such Indebtedness is repaid on the Closing Date); and (gi) Other secured or unsecured Indebtedness of Borrower (and related Guaranty Obligations of the Guarantors) outstanding under (i) the 2015 Senior Secured Notes2019 Second Lien Indenture Notes (together with any Permitted Refinancing Indebtedness thereof), provided that the initial aggregate principal amount of any such Indebtednesssuch 2019 Second Lien Indenture Notes issued on September 6, 2016 shall not otherwise permitted by exceed $700,000,000, and (ii)270,570,000, (ii) the foregoing clauses 2020 Second Lien Indenture Notes (together with any Permitted Refinancing Indebtedness thereof; and), provided that the initial aggregate principal amount of this Section 7.03such 2020 Second Lien Indenture Notes issued on September 6, so long as 2016 shall not exceed $169,747,000; (iii) the Priority Lien Indenture Notes (together with any Permitted Refinancing Indebtedness thereof), provided that the initial aggregate principal amount of such Priority Indenture Notes issued on September 6, 2016 shall not exceed $697,195,000, and the aggregate principal amount of such Indebtednessthe 2020 First Lien Indenture Notes issued after September 6, when aggregated 2016 in connection with all other Indebtedness outstanding as permitted the payment of interest in kind under clause (f) above, does the 2020 First Lien Indenture shall not exceed 20% $91,875,000 at any time, in each case less the amount of Consolidated Tangible Net Worthprincipal payments, redemptions or defeasance thereof; (j) the Debt to be Repaid (so long as such Indebtedness is repaid on the Closing Date).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in (i) Indebtedness under the ordinary course of businessLoan Documents and (ii) any Refinancing Notes incurred to refinance such Indebtedness; (b) Indebtedness outstanding of the Company and its Restricted Subsidiaries set forth in Schedule 8.03(b) (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the date hereof and listed on Schedule 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 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 thereunderapplicable debtor(s)); (c) intercompany Indebtedness permitted under Section 8.02(e), (k), (l), (m), (n), (o) or (q), so long as, from and after the date an Affiliate Subordination Agreement is required to be entered into pursuant to Section 7.17, any such Indebtedness constituting an obligation of a Subsidiary owing Loan Party is subordinated to the Borrower or another SubsidiaryObligations pursuant to, and to the extent required by, an Affiliate Subordination Agreement; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of the Company or any Restricted Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, or changes in currency rates or interest rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fe) purchase money Indebtedness (including obligations in respect of capital leases, Capital Leases or Synthetic Lease Obligations Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase of fixed assets or software, and renewals, refinancings and extensions thereof; provided that (i) such Indebtedness when incurred shall not exceed the purchase money obligations price of the asset(s) financed; and (ii) no such Indebtedness shall be refinanced for fixed a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (i) Guarantees of stock-based acquisition consideration incurred in connection with a Permitted Acquisition; provided that no cash payments may be made in respect of any such Guarantee unless, at the time of such cash payment, the Company would be permitted to make a Restricted Payment in such amount under Section 8.06(e); provided, however, that the Company shall not be required to comply with Section 8.06(e)(ii) in order to make cash payments in respect of the Guarantees of stock-based acquisition consideration in effect on the Restatement Effective Date and listed on Schedule 8.03(f) (without giving effect to any amendment, amendment and restatement, supplement, refinancing, replacement or capital assets within other modification thereto on or after the Restatement Effective Date that has the effect of increasing the amount of any such payments or accelerating the date therefor); (g) unsecured Indebtedness assumed in Permitted Acquisitions (and not incurred in contemplation thereof) and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s); (h) secured Indebtedness assumed in Permitted Acquisitions (and not incurred in contemplation thereof) in an aggregate principal amount not to exceed $45,000,000 at any one time outstanding, and renewals, refinancings and extensions thereof; (i) Indebtedness of a Domestic Loan Party incurred in connection with a Permitted Acquisition so long as, (i) both immediately before and after giving effect to the incurrence thereof, no Default or Event of Default exists, (ii) the stated maturity date of such Indebtedness is no earlier than the Latest Maturity Date, and the weighted average life of such Indebtedness is not shorter than that of the Commitments in effect at the time of incurrence (subject to an exception to this clause (ii) for any such outstanding Indebtedness, together with any Indebtedness outstanding under Section 8.03(r), in an aggregate principal amount not to exceed $100,000,000 at any time outstanding), (iii) upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties would be in compliance with the Financial Covenant as of the end of the period of four fiscal quarters most recently ended for which the Company has either delivered financial statements pursuant to Section 7.01(a) or (b), or with respect to fiscal periods ending prior to the Restatement Effective Date, for which the Company has filed financial statements with the SEC and (iv) the Company shall, concurrently with the delivery of the Compliance Certificate pursuant to Section 7.02(b) for the fiscal year and/or fiscal quarter, as applicable, first occurring after such incurrence of such Indebtedness, deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating the matters referred to in clause (iii) above; (j) Indebtedness arising under the 2018 Senior Convertible Note Documents in an aggregate outstanding principal amount not to exceed $316,250,000 and any Permitted Refinancing thereof; (k) any issuance from time to time of Capital Stock of any Restricted Subsidiary to any Employee or in respect of any Employee pursuant to a Subsidiary Employee Plan; provided that (i) after giving effect to such issuance such Restricted Subsidiary remains a Subsidiary of the Company, (ii) such Capital Stock issued to Employees or in respect of Employees does not materially reduce the Company’s Control of such Restricted Subsidiary and (iii) the Capital Stock issued to such Employees or in respect of such Employees does not materially reduce the economic interests of the Company in such Restricted Subsidiary; (l) additional unsecured Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (m) Indebtedness of Foreign Subsidiaries (and renewals, refinancings and extensions thereof) in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding (when created, incurred or assumed) $75,000,000; (n) Guarantees with respect to Indebtedness permitted by this Section 8.03; provided that any Guarantee by the Company or any Domestic Subsidiary of Indebtedness of a Foreign Subsidiary (other than Guarantees of Indebtedness arising under the Loans Documents) shall be subject to the limitations set forth in Section 7.01(d8.02; provided further that only a Guarantor may guaranty Indebtedness under clause (a)(ii), (i), (j), (p), (r) or (s) of this Section 8.03; (o) Indebtedness arising under any Cash Pooling Arrangements (including any Guarantees in respect thereof (if applicable)); (p) Indebtedness arising under unsecured seller notes issued in connection with a Permitted Acquisition; provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the greater of (x) $100,000,000 and (y) 4% of Consolidated Total Assets at the time of the incurrence of such Indebtedness, and (ii) such Indebtedness shall be subordinated to the Obligations in a manner and to an extent satisfactory to the Administrative Agent (the “Subordinated Seller Indebtedness”); (q) Indebtedness of any Restricted Subsidiary evidenced by promissory notes issued to Employees (or their respective spouses) of such Restricted Subsidiary or any of its Subsidiaries in lieu of cash payments for Capital Stock being repurchased from such Restricted Subsidiary in connection with a Subsidiary Employee Plan; (r) unsecured Indebtedness of a Domestic Loan Party so long as, both immediately before and after giving effect to the incurrence thereof, no Default or Event of Default exists, the stated maturity date of such Indebtedness is no earlier than the Latest Maturity Date, and the weighted average life of such Indebtedness is not shorter than that of the Commitments in effect at the time of incurrence (subject to an exception to this clause (ii) for any such outstanding Indebtedness, together with any Indebtedness outstanding under Section 8.03(i), in an aggregate principal amount not to exceed $100,000,000 at any time outstanding), upon giving effect to the incurrence of such unsecured Indebtedness on a Pro Forma Basis, the Loan Parties would be in compliance with the Financial Covenant, as of the end of the period of four fiscal quarters most recently ended for which the Company has either delivered financial statements pursuant to Section 7.01(a) or (b) or, with respect to fiscal periods ending prior to the Restatement Effective Date, for which the Company has filed financial statements with the SEC, and the Company shall, concurrently with the delivery of the Compliance Certificate pursuant to Section 7.02(b) for the fiscal year and/or fiscal quarter, as applicable, first occurring after such incurrence of such Indebtedness, deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating the matters referred to in clause (iii) above; (s) any equal or junior priority secured or unsecured loans or notes issued by the Company in lieu of the Additional Revolving Commitments and Incremental Term Facilities (such loans and notes, “Incremental Equivalent Debt”); provided that (i) the incurrence of such Indebtedness shall result in a dollar for dollar reduction in the amount of Indebtedness that the Company may incur in respect of the Additional Revolving Commitments and the Incremental Term Facilities, (ii) such Indebtedness, if secured, is secured on a pari passu or junior basis with the Lien securing the Obligations, by only the Collateral and subject to an Intercreditor Agreement and is not guaranteed by any Persons other than the Guarantors, and (iii) such Incremental Equivalent Debt otherwise satisfies the requirements set forth Sections 2.17(a), (e)(1)(B), (e)(2) and (g); provided, that, if the terms of such Indebtedness are less restrictive to the Company and its Restricted Subsidiaries than required pursuant to Section 2.17(g), the requirements set forth in Section 2.17(g) shall be deemed to have been satisfied ; (t) Indebtedness (i) incurred in respect of workers’ compensation claims and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, standby letters of credit, letters of credit for operating purposes and completion guarantees provided or incurred or provided (including Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business and (ii) consisting of performance guarantees, comfort letters, or like instruments entered into by the Company for the purpose of enhancing the credit or commercial standing of a Restricted Subsidiary of the Company, in each case in the ordinary course of business or consistent with past practice; (u) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, or otherwise in connection with any Cash Pooling Arrangement, in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of incurrence or, in the case of Cash Pooling Arrangements, such longer time period permitted by the relevant Cash Pooling Agreement; (v) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary otherwise permitted under this Agreement; and (gw) Other secured Indebtedness and other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with any Cash Pooling Arrangements, cash management agreements or unsecured Indebtedness not otherwise deposit accounts incurred in the ordinary course of business and repaid within ten (10) Business Days of incurrence or, in the case of Cash Pooling Arrangements, such longer time period permitted by the foregoing relevant Cash Pooling Agreement. For purposes of determining compliance with this Section 8.03, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (a) through (w) above, the Company shall be permitted to classify or divide such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 8.03 and will only be required to include the amount and type of such Indebtedness in one or more of the categories described above. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on any Capital Stock referred to in clause (g) of the definition of “Funded Indebtedness” in the form of additional shares of the same class of such Capital Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of any such Capital Stock for purposes of this Section 7.038.03. Notwithstanding any other provision of this Section 8.03, so long as the aggregate principal maximum amount of such Indebtedness, when aggregated with all other Indebtedness outstanding that the Company or any Restricted Subsidiary may incur pursuant to this Section 8.03 shall not be deemed to be exceeded solely as permitted under clause (f) above, does not exceed 20% a result of Consolidated Tangible Net Worthfluctuations in exchange rates or currency values.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on set forth in Schedule 7.03 8.03 and any renewals, refinancings, refundingsamendments, renewals or replacements and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, 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 or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended; (c) Intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary owing (i) such Indebtedness shall be subordinated prior to the Borrower 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 another Subsidiaryafter giving effect to such prepayment; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fe) purchase money Indebtedness hereafter incurred to finance the purchase of fixed assets, and obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations, and renewals, replacements, amendments, refinancings and extensions of the foregoing, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase money obligations for fixed or capital assets within price of the limitations set forth in asset(s) financed; (f) Guarantees with respect to Indebtedness permitted under clauses (a) through (e) this Section 7.01(d)8.03; and (g) Other secured Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance bonds, revenue bonds, stay bonds, customs bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit and performance and completion guarantees issued for the account of any Loan Party, in each case, incurred in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or unsecured other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (i) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (j) Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition; (k) Indebtedness under the Wyoming Credit Agreement in a principal amount not otherwise permitted to exceed $265,000,000 in the aggregate (and any renewals, refinancings, amendments, replacements and extensions thereof); provided that none of the Loan Parties shall in any manner be obligors with respect to such Indebtedness, whether by Guarantee of such Indebtedness or otherwise; (l) other Indebtedness of a nature not contemplated in the foregoing clauses of this Section 7.03in an amount not to exceed (i) with respect to the Loan Parties and their Subsidiaries (other than Wyoming and its Subsidiaries), so long as $200,000 in the aggregate principal amount at any time outstanding and (ii) with respect to Wyoming and its Subsidiaries, $1,000,000 in the aggregate at any time outstanding; (m) Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary; (n) Indebtedness under the Reimbursement Agreements and the revenue bonds associated therewith; and (o) Indebtedness arising from the payment of fees and expenses on the Closing Date required to be paid under any Loan Document by Chemical for the benefit of Borrower, the corresponding obligation of Borrower to repay Chemical for such payment and the satisfaction of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause obligation within one hundred eighty (f180) above, does not exceed 20% days of Consolidated Tangible Net Worththe Closing Date.

Indebtedness. CreateEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (ai) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (bii) Existing Indebtedness outstanding on the date hereof and listed as set forth on Schedule 7.03 and 8.2.1 (including any refinancings, refundings, extensions or renewals or extensions thereof; provided there is no increase in the amount thereof (other than for accrued interest, premiums, costs and expenses) or other significant change in the terms thereof); (iii) Indebtedness of the Borrower and its Subsidiaries incurred to finance the purchase price or the cost of construction or improvement of such fixed or capital assets or the acquisition, construction or improvement of such fixed or capital assets (including any capital lease obligations); provided (a) that such Indebtedness is incurred prior to or within 90 days after such acquisition, improvement or completion of the construction thereof, (b) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital asset and (c) the aggregate outstanding principal amount of such Indebtedness is does not increased exceed $30,000,000 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 thereundertime; (civ) Indebtedness of a Subsidiary owing Loan Party to the Borrower or another SubsidiaryLoan Party; (dv) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap ContractHedge Agreement, 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 Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fvi) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 8.2.4, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of capital leases, Synthetic Lease such Indebtedness does not exceed $20,000,000 at any time outstanding; (vii) Unsecured intercompany Indebtedness: (a) owed by any Loan Party to another Loan Party; (b) owed by any Loan Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations and purchase money obligations for fixed or capital assets within in a manner reasonably satisfactory to the limitations set forth in Section 7.01(dAdministrative Agent); (c) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; and (gd) Other secured owed by any Non-Guarantor Subsidiary to any Loan Party to the extent permitted pursuant to Section 8.2.4; (viii) Indebtedness arising from the honoring by a bank or unsecured other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (ix) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (x) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (xi) Indebtedness of any Loan Party or any Subsidiary thereof not otherwise permitted by the foregoing clauses of pursuant to this Section 7.03, in an aggregate principal amount not to exceed $20,000,000 and which Indebtedness may be secured to the extent such Liens are permitted pursuant to clause (o) of the definition of “Permitted Liens”; (xii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and (xiii) unsecured Indebtedness of any Loan Party or any Subsidiary thereof not otherwise permitted pursuant to this Section at any time outstanding so long as (a) no Default or Event of Default exists or would result therefrom, (b) the aggregate principal amount Borrower shall have delivered a Compliance Certificate demonstrating that, upon giving effect to the incurrence of such IndebtednessIndebtedness the Consolidated Total Leverage Ratio shall be no greater than 2.75 to 1.0 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.3.1 or 8.3.2, when aggregated with all other (c) such Indebtedness outstanding as permitted under clause shall not have a maturity date or require mandatory prepayment or redemption earlier than the date that is ninety-one (f91) above, does not exceed 20% days after the Expiration Date; and (d) the material terms and conditions of Consolidated Tangible Net Worthsuch Indebtedness shall be no more restrictive than the terms and conditions set forth in this Agreement.

Indebtedness. CreateEach of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (ai) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (bii) Existing Indebtedness outstanding on the date hereof and listed as set forth on Schedule 7.03 and 8.2.1 including any refinancingsamendments, refundingsextensions, renewals or extensions refinancings thereof; provided that the amount of such Indebtedness is not increased , so long as at the time of the incurrence of such refinancingIndebtedness, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, the Borrower is in compliance with Section 8.2.12 [Maximum Leverage Ratio] and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderno Event of Default would be caused thereby; (ciii) Indebtedness of a Subsidiary owing Loan Party to the Borrower or another SubsidiaryLoan Party; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fiv) Indebtedness in respect of capital leasescapitalized leases (including, Synthetic Lease Obligations without limitation, capitalized leases for metered assets) not to exceed at any time outstanding in the aggregate for the Loan Parties and purchase money obligations their Unregulated Subsidiaries $100,000,000; (v) Indebtedness of a Loan Party arising under any Hedging Transaction; (vi) Indebtedness, at any time outstanding not to exceed $10,000,000, secured by Liens permitted by Section 8.2.2(i); (vii) Indebtedness, secured by Purchase Money Security Interests as permitted by clause (xi) of the definition of Permitted Liens, not to exceed at any time outstanding in the aggregate for fixed the Loan Parties and their Unregulated Subsidiaries $20,000,000; (viii) Indebtedness not to exceed at any time outstanding in the aggregate for the Loan Parties and their Unregulated Subsidiaries $75,000,000, so long as such Indebtedness: (a) is Indebtedness of an Acquired Person which existed prior to the consummation of the Permitted Acquisition in connection with which such Acquired Person was acquired by a Loan Party and such Indebtedness was not incurred in contemplation of or capital assets within in connection with such Permitted Acquisition; and (b) if secured, is secured by Liens permitted by clause (xii) of the limitations set forth definition of Permitted Liens; (ix) The NJR Notes, including any amendments, extensions, renewals or refinancings thereof, so long as at the time of the incurrence of such Indebtedness, the Borrower is in compliance with Section 7.01(d)8.2.12 [Maximum Leverage Ratio] and no Event of Default would be caused thereby; (x) Additional NJR Notes, in each case including any amendments, extensions, renewals or refinancings thereof, so long as at the time of the incurrence of such Indebtedness, the Borrower is in compliance with Section 8.2.12 [Maximum Leverage Ratio] and no Event of Default would be caused thereby; (xi) Non-recourse Indebtedness of the Project Subsidiaries; (xii) Guaranties permitted by Section 8.2.3 [Guaranties]; and (gxiii) Other secured Additional Indebtedness of the Loan Parties incurred after the Closing Date, in each case including any amendments, extensions, renewals or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03refinancings thereof, so long as at the aggregate principal amount time of the incurrence of such Indebtedness, when aggregated the Borrower is in compliance with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% Section 8.2.12 [Maximum Leverage Ratio] both before and after such incurrence and no Event of Consolidated Tangible Net WorthDefault may be caused thereby.

Indebtedness. CreateIncur, incurcreate, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course of businessObligations under this Agreement and the other Loan Documents; (b) Indebtedness outstanding on of the date hereof and listed on Schedule 7.03 and Company or any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased Subsidiary existing 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, Closing Date which is reflected in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSchedule 7.01(b) hereto; (c) Indebtedness created under leases which, in accordance with GAAP, have been recorded and/or should have been recorded on the books of a Subsidiary owing to the applicable Borrower or another Subsidiaryas capital leases; (d) unsecured Subordinated Indebtedness; (e) accounts payable (for the deferred purchase price of property or services) which are from time to time incurred in the ordinary course of business and which are not in excess of ninety (90) days past the invoice or billing date; (f) Permitted Real Estate Debt and Guarantees by the Company or any Subsidiary in respect that is a Loan Party; (g) Indebtedness (other than floorplan Indebtedness) of Indebtedness any Subsidiary of the Borrower Company in existence (but not incurred or created in connection with an acquisition) on the date on which such Subsidiary is acquired by any Loan Party pursuant to a Permitted Acquisition, provided (i) neither the Company nor any of another Subsidiary otherwise its other Subsidiaries has any obligation with respect to such Indebtedness, (ii) none of the properties of the Company or any of its other Subsidiaries is bound with respect to such Indebtedness, and (iii) the Company is in full compliance with Section 7.11 hereof before and after such acquisition; 127 (h) Indebtedness (other than floorplan Indebtedness) secured by Liens upon any property hereafter acquired by the Company or any of its Subsidiaries which Indebtedness is in existence on the date of a Permitted Acquisition (but not incurred or created in connection with such acquisition) at a time when the Company is in full compliance with Section 7.11 hereof before and after such Permitted Acquisition, which Indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to such property so acquired (and not to any after-acquired property) and with respect to which Indebtedness neither the Company nor any of its Subsidiaries (other than the acquiring Person) has any obligation; (i) contingent obligations (including Guarantees) of any Indebtedness permitted hereunder; (ej) Indebtedness in respect of obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks or managing costs 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;” speculation; 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; (fk) Indebtedness that renews, refinances, refunds or extends any existing Indebtedness (other than Permitted FMCC Floorplan Indebtedness or Permitted Service Loaner Indebtedness) of any Loan Party, so long as (A) such renewal, refinancing, refunding or extension does not in any material respect increase the principal amount thereof or expand or add any property subject to any Lien (unless otherwise permitted under this Agreement), (B) if the Indebtedness being refinanced is Subordinated Indebtedness, then such refinancing Indebtedness must also be Subordinated Indebtedness, (C) such refinancing does not have a maturity prior to the Maturity Date and (D) without limitation of any other provision herein (including Section 7.16), such refinancing does not contain any provision (1) requiring the Company or any Subsidiary to repurchase, redeem, prepay or defease such Indebtedness prior to the Maturity Date, (2) granting the holders thereof the right to require the Company or any Subsidiary to repurchase, redeem, prepay or defease such Indebtedness prior to the Maturity Date (other than, in the case of clauses (D)(1) and (2), reasonable and customary prepayment, redemption, repurchase or defeasance obligations in connection with (x) sales of assets (so long as the terms relating thereto are not materially less favorable to the Loan Parties than the comparable terms governing the Indebtedness being refinanced, refunded or extended), (y) a change in control and (z) the exercise of remedies in connection with the occurrence of an event of default) or (3) requiring the conversion of such Indebtedness into Equity Interests of the Company or any Subsidiary prior to the Maturity Date; (l) Indebtedness of any Loan Party secured by Liens upon property (other than Inventory, property acquired using purchase-money Indebtedness with respect to that property provided by Lenders pursuant to this Agreement, or any property included in the Revolving Borrowing Base) which Liens extend only to such property, with respect to which Indebtedness none of the Subsidiaries other than the owner of such encumbered asset has any obligation; (m) unsecured Indebtedness of the Company and guarantees of such Indebtedness by Subsidiary Guarantors in an aggregate amount not to exceed $300,000,000 outstanding at any time and on terms acceptable to the Administrative Agent for such indebtedness or guarantees; provided that not more than $50,000,000 of such aggregate amount may have a maturity prior to the Maturity Date; 128 (n) Indebtedness consisting of Guarantees by the Company or any of its Subsidiaries in favor of any Person of retail installment contracts or other retail payment obligations in respect of capital leasesVehicles sold to a customer; provided that the sum of (A) the aggregate face amount of such guaranteed retail installment contracts and other retail payment obligations described in this Section 7.01(n), Synthetic Lease plus (B) the aggregate amount of Investments (on a gross basis excluding any reserves) permitted under Section 7.05(j) shall not exceed $25,000,000 at any time; (o) Obligations and purchase money obligations for fixed in respect of surety or capital assets within other bonds or similar instruments entered into in the limitations set forth in Section 7.01(d)ordinary course of business; provided that, the aggregate amount of such Indebtedness shall not exceed $10,000,000 at any time; (p) Unsecured Indebtedness owed by any Subsidiary Guarantor to the Company or to another Subsidiary Guarantor; (q) Indebtedness of any Borrower created under a Qualified Service Loaner Program; and (gr) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Permitted FMCC Floorplan Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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 thereunder7.03; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fd) 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 7.01(d7.01(i); (e) unsecured Indebtedness of Foreign Subsidiaries (other than Designated Borrowers); provided, no Borrower is directly or indirectly liable for such Indebtedness, whether through any Guarantee or otherwise except as expressly permitted by clause (m) below; (f) secured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (g) Indebtedness under Permitted Securitization Facilities; (h) Indebtedness arising from Investments permitted by Section 7.02(c); provided that (i) such Indebtedness is noted on the books and records of the Company and its Subsidiaries, and (ii) in the case of any Indebtedness incurred after the Closing Date and owed by any Borrower to any Subsidiary, such Debt is subordinated (to the extent permitted by applicable Law, as determined in good faith by the Company) to the Obligations on terms and conditions, and pursuant to documentation, in form and a substance satisfactory to the Administrative Agent in its reasonable discretion; (i) Indebtedness of a Person, or in respect of assets, acquired pursuant to a Permitted Acquisition and existing at the time of such Acquisition; provided that (I) such Indebtedness (x) shall not have been incurred in contemplation of such Acquisition, (y) may not be extended, renewed or refunded except as otherwise permitted by this Agreement, and (z) in the case of Indebtedness secured by a Lien on the assets acquired pursuant to a Permitted Acquisition (or on the assets of a Person that becomes a Subsidiary as a result of a Permitted Acquisition), such Indebtedness, together with any other secured Indebtedness permitted by this clause (i), shall not exceed $50,000,000 in the aggregate outstanding at any time and (II) neither the Company nor any Subsidiary (other than a Person acquired as part of such Permitted Acquisition) is directly or indirectly liable for such Indebtedness, whether through any Guarantee or otherwise, other than liability with respect to which recourse is limited to the assets so acquired (or Investment in the Person so acquired); (j) unsecured Indebtedness of the Company; (k) Indebtedness not otherwise permitted under clauses (a)-(j) of this Section 7.03, provided that the aggregate outstanding amount of Indebtedness permitted by this clause (k) shall not exceed $25,000,000 at any time; (l) unsecured Indebtedness not otherwise permitted under clauses (a)-(k) of this Section 7.03, provided that (i) no principal repayments on such Indebtedness are due until after the Maturity Date and (ii) after giving effect to any Indebtedness under this clause (l), the Consolidated Leverage Ratio is less than 4.00 to 1.00, provided that if such Indebtedness is incurred simultaneously with, and in connection with, an Acquisition, then for the purpose of determining compliance with this clause (ii) at the time of incurrence of such Indebtedness, the Consolidated Leverage Ratio shall be determined on a pro forma basis (giving effect to such Indebtedness, and giving effect to such Acquisition as if such Acquisition occurred on the first day of the period of four fiscal quarters most recently ended); and (gm) Other secured guaranties by the Borrowers of Indebtedness permitted by clause (b) or unsecured (e) above in an aggregate amount for all Borrowers for all such Indebtedness not otherwise permitted by to exceed at any time the foregoing clauses sum of this Section 7.03, so long (i) the amount identified on Schedule 7.03 as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause “Closing Guarantied Amount” and (fii) above, does not exceed 20% of Consolidated Tangible Net Worth$125,000,000.

Indebtedness. CreateThe Company shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Refinancing Indebtedness in respect thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower Company or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (ed) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) unsecured intercompany Indebtedness owed by the Company or any Subsidiary to (i) the Company, (ii) any other Loan Party or (iii) any Subsidiary that is not a Loan Party; provided if Indebtedness arising under clause (iii) is owing by a Loan Party, it is subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) 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 7.01(d)7.01(f) and Refinancing Indebtedness in respect of such Indebtedness; andprovided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; and (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness the Company and its Subsidiaries shall be in compliance with each of the financial covenants contained in Sections 7.11, 7.12 and 7.13; (g) Other secured other Indebtedness; provided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or unsecured would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness the Company and its Subsidiaries shall be in compliance with each of the financial covenants contained in Sections 7.10, 7.11 and 7.12; (iii) such Indebtedness shall not otherwise permitted be scheduled to mature prior to the Maturity Date and shall not have a weighted average life to maturity (as reasonably determined by the Administrative Agent in accordance with customary financial practice) that is shorter than the remaining term of the Commitments; and (iv) if such Indebtedness is secured, the aggregate amount of such secured Indebtedness does not exceed the amount permitted pursuant to Section 7.01(j); (h) Indebtedness under or in respect of Cash Management Agreements; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (j) Indebtedness under letters of credit, performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing clauses (including in respect of this Section 7.03, letters of credit issued in support of any of the foregoing); (k) Indebtedness in respect of Permitted Receivables Financings of the Company and/or its Domestic Subsidiaries so long as the aggregate outstanding amount of all Permitted Receivables Financing including Receivables and Related Assets in the United States shall not exceed $200,000,000 at any time; (l) Indebtedness in respect of Permitted Receivables Financings of Foreign Subsidiaries and unsecured Indebtedness of Foreign Subsidiaries so long as the aggregate outstanding amount of all Permitted Receivables Financing including Receivables and Related Assets outside of the United States and the aggregate principal amount of such Indebtedness, when aggregated with all other unsecured Indebtedness outstanding as permitted under clause (f) above, does of Foreign Subsidiaries shall not exceed 20% of Consolidated Tangible Net Worth$250,000,000 at any time.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Borrowers and their Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereofapplicable debtor(s); provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, 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 thereunderextension); (c) intercompany Indebtedness; provided that if such Indebtedness of is owing from a Subsidiary owing Loan Party to the Borrower or another Subsidiarya non-Loan Party, such Indebtedness is unsecured; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any 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 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; (i) obligations of any Borrower or any Subsidiary under surety bonds provided in the ordinary course of business (and indemnity and reimbursement obligations related thereto), (ii) obligations of the Company and its Subsidiaries under the Surety Credit Documents; provided that such obligations are subject to the terms of the Intercreditor Agreement, and (iii) obligations of any Subsidiary of the Company (including any Person with which such Subsidiary is merged or consolidated pursuant to the applicable Permitted Acquisition or other Investment permitted by this Agreement) that in either case is acquired subsequent to the Closing Date pursuant to a Permitted Acquisition or other Investment permitted by this Agreement with respect to any surety bonds in existence at the time of the applicable Permitted Acquisition or other Investment; provided that such surety bonds (x) were provided in the ordinary course of business or (y) are released or replaced with surety bonds issued pursuant to the Surety Credit Documents and subject to the terms of the Intercreditor Agreement, or pursuant to any Foreign Surety Credit Documents, or replaced with surety bonds provided in the ordinary course of business, within two hundred twenty-five (225) days of the date of such Permitted Acquisition or other Investment; (f) purchase money Indebtedness (including obligations and Attributable Indebtedness in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by any Borrower or any of its Subsidiaries to finance the purchase of fixed assets, Synthetic Lease Obligations 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 $50,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase money obligations price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for fixed or capital assets within a principal amount in excess of the limitations principal balance outstanding thereon at the time of such refinancing; (g) any other unsecured Indebtedness; provided that immediately after giving effect to the incurrence of any such unsecured Indebtedness the Loan Parties will be in compliance with the financial covenants set forth in Section 7.01(d8.11; (h) secured Indebtedness in an aggregate principal amount not to exceed $200,000,000 at any one time outstanding; (i) unsecured Indebtedness to a seller incurred in connection with a Permitted Acquisition or other Investment permitted by this Agreement, provided that (i) such Indebtedness is expressly subordinated in right of payment to the prior payment of the Obligations under this Agreement and the other Loan Documents on terms and conditions reasonably satisfactory to the Administrative Agent, (ii) such Indebtedness contains covenants no more restrictive than the covenants contained in this Agreement and the other Loan Documents and contains standstill provisions reasonably acceptable to the Administrative Agent and (iii) no payments may be made on such Indebtedness if a Default or Event of Default shall have occurred and be continuing or would occur as a result of any such payment; (j) Permitted Subordinated Indebtedness, provided that no Default or Event of Default is in existence at the time of any incurrence thereof and immediately after giving effect thereto; (k) Guarantees with respect to Indebtedness permitted under clauses (a) through (i), (n) and (o) of this Section 8.03; (l) Guarantees (which Guarantees shall be similarly subordinated) with respect to Indebtedness permitted under clause (j) of this Section 8.03; (m) secured Indebtedness of all Foreign Subsidiaries (other than Foreign Borrowers, except with respect to Indebtedness pursuant to any Foreign Surety Credit Documents) in an aggregate principal amount not to exceed $200,000,000 at any one time outstanding; (n) Indebtedness of any Borrower or any of their Subsidiaries consisting of the financing of insurance premiums in the ordinary course of business; and (go) Other secured or unsecured Indebtedness not otherwise permitted by to the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such extent constituting Indebtedness, when aggregated with all other Indebtedness outstanding as obligations incurred by any Borrower or any Subsidiary in respect of transactions permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthSection 8.15.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness under (i) the Loan Documents and (ii) the Loan Documents (as such term is defined in the ordinary course of businessTerm Loan Agreement); (b) Indebtedness outstanding of the Borrowers and their Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereofapplicable debtor(s); provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, 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 thereunderextension); (c) intercompany Indebtedness; provided that if such Indebtedness of is owing from a Subsidiary owing Loan Party to the Borrower or another Subsidiarya non-Loan Party, such Indebtedness is unsecured; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any 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 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; (i) obligations of any Borrower or any Subsidiary under surety bonds provided in the ordinary course of business (and indemnity and reimbursement obligations related thereto), (ii) obligations of the Company and its Subsidiaries under the Surety Credit Documents, and (iii) obligations of any Subsidiary of the Company (including any Person with which such Subsidiary is merged or consolidated pursuant to the applicable Permitted Acquisition or other Investment permitted by this Agreement) that in either case is acquired subsequent to the Closing Date pursuant to a Permitted Acquisition or other Investment permitted by this Agreement with respect to any surety bonds in existence at the time of the applicable Permitted Acquisition or other Investment; provided that such surety bonds (x) were provided in the ordinary course of business or (y) are released or replaced with surety bonds issued pursuant to the Surety Credit Documents, or pursuant to any Foreign Surety Credit Documents, or replaced with surety bonds provided in the ordinary course of business, within two hundred twenty-five (225) days of the date of such Permitted Acquisition or other Investment; (f) purchase money Indebtedness (including obligations and Attributable Indebtedness in respect of Finance Leases or Synthetic Leases) hereafter incurred by any 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 $250,000,000 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; (g) any other unsecured Indebtedness; provided that (i) immediately after giving effect to the incurrence of any such unsecured Indebtedness the Loan Parties will be in compliance with the financial covenants set forth in Section 8.11 and (ii) the aggregate principal amount of all such unsecured Indebtedness incurred by Domestic Subsidiaries of the Company (other than Indebtedness of any Person existing at the time such Person becomes a Subsidiary or at the time such Person is merged with or into the Company or any Subsidiary, in each case, after the Sixth Amendment Effective Date; provided, that, such Indebtedness is not created in contemplation of such transaction) shall not exceed $250,000,000 at any one time outstanding; (h) secured Indebtedness in an aggregate principal amount not to exceed $200,000,000 at any one time outstanding; (i) unsecured Indebtedness to a seller incurred in connection with a Permitted Acquisition or other Investment permitted by this Agreement, provided that (i) such Indebtedness is expressly subordinated in right of payment to the prior payment of the Obligations under this Agreement and the other Loan Documents on terms and conditions reasonably satisfactory to the Administrative Agent, (ii) such Indebtedness contains covenants no more restrictive than the covenants contained in this Agreement and the other Loan Documents and contains standstill provisions reasonably acceptable to the Administrative Agent and (iii) no payments may be made on such Indebtedness if a Default or Event of Default shall have occurred and be continuing or would occur as a result of any such payment; (j) Permitted Subordinated Indebtedness, provided that no Default or Event of Default is in existence at the time of any incurrence thereof and immediately after giving effect thereto; (k) Guarantees with respect to Indebtedness permitted under clauses (a) through (i), (n) and (o) of this Section 8.03; (l) Guarantees (which Guarantees shall be similarly subordinated) with respect to Indebtedness permitted under clause (j) of this Section 8.03; (m) secured Indebtedness of all Foreign Subsidiaries (other than Foreign Borrowers, except with respect to Indebtedness pursuant to any Foreign Surety Credit Documents) in an aggregate principal amount not to exceed $200,000,000 at any one time outstanding; (n) Indebtedness of any Borrower or any of their Subsidiaries consisting of the financing of insurance premiums in the ordinary course of business; (o) to the extent constituting Indebtedness, obligations incurred by any Borrower or any Subsidiary in respect of any Sale and Leaseback Transaction; (p) obligations in connection with any Permitted Receivables Financing, to the extent such obligations constitute Indebtedness; (q) Indebtedness pursuant to the Senior Notes; and (r) 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 7.01(d); and (g) Other secured or unsecured Indebtedness connection with surety-backed letters of credit in an aggregate amount not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not to exceed 20% of Consolidated Tangible Net Worth$300,000,000500,000,000 at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents and under the Existing Credit Agreement and the Existing Target Notes; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancingsrenewal or replacement thereof, refundings, renewals so long as such renewal or extensions thereof; provided that replacement does not increase 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 thereunderIndebtedness; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into NYDOCS03/1043960.14 74 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; (fd) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in the proviso to Section 7.01(d7.01(i); and; (e) Indebtedness of Subsidiaries in an aggregate principal amount not to exceed $500,000,000 at any time outstanding; (f) any Guarantee by the Borrower of Indebtedness of any Subsidiary permitted by this Section 7.03; (g) Other secured Indebtedness under Permitted Securitization Facilities; (h) Indebtedness of a Person, or unsecured in respect of assets, acquired pursuant to a Permitted Acquisition and existing at the time of such Acquisition; provided that (I) such Indebtedness (x) shall not have been incurred in contemplation of such Acquisition, (y) may not be extended, renewed or refunded except as otherwise permitted by this Agreement, and (z) in the foregoing clauses case of Indebtedness secured by a Lien on the assets acquired pursuant to a Permitted Acquisition (or on the assets of a Person that becomes a Subsidiary as a result of a Permitted Acquisition), such Indebtedness, together with any other secured Indebtedness permitted by this Section 7.03clause (h), shall not exceed $50,000,000 in the aggregate outstanding at any time and (II) neither the Borrower nor any Subsidiary (other than a Person acquired as part of such Permitted Acquisition) is directly or indirectly liable for such Indebtedness, whether through any Guarantee or otherwise, other than liability with respect to which recourse is limited to the assets so long as acquired; (i) unsecured Indebtedness of the Borrower; (j) Indebtedness owed by any Subsidiary to the Borrower or any other Subsidiary (“Inter-Company Indebtedness”); (k) Indebtedness of the Borrower or any Subsidiary in respect of a Qualifying Term Loan Facility in an aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not to exceed 20% of Consolidated Tangible Net Worth$700,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course case of businessthe Borrower: (A) Indebtedness evidenced by the Subordinated Notes and guarantees in respect thereof, and (b) in the case of the Borrower and its Subsidiaries, (A) Indebtedness under the Loan Documents; (bB) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Indebtedness do not attach to any assets in addition to those assets, if any, securing the Indebtedness to be refunded, renewed, or extended, (iii) no Person that is not an obligor or guarantor of such Indebtedness is not increased at as of the time Closing Date shall become an obligor or guarantor thereof, and (iv) the principal terms of such refinancing, refunding, renewal renewal, or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredare, in connection with such refinancing and by an amount equal the Administrative Agent’s reasonable discretion, taken as a whole, no less favorable to any existing commitments unutilized thereunderthe obligor thereof, the Administrative Agent, or the Lenders than the original Indebtedness; (cC) Indebtedness Guarantees of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or of another Subsidiary otherwise permitted hereunderany other Guarantor; (eD) 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; (fE) Indebtedness in respect of capital leasesCapitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d7.01(h); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $2,500,000; provided further that such Indebtedness may be incurred within 180 days after the acquisition of such property; (F) Indebtedness of (i) any Loan Party (other than Holdings) owing to any other Loan Party or any Subsidiary, (ii) any Foreign Subsidiary owed to any other Foreign Subsidiary and (iii) any Foreign Subsidiary owed to any Loan Party; provided that (1) such Indebtedness under this clause (iii) is otherwise permitted as an Investment under Section 7.03(c) and (2) the aggregate amount of all such Indebtedness under this clause (iii) at any one time outstanding shall not exceed $10,000,000; (G) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(i) which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower); (H) Indebtedness of Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with acquisitions or Dispositions effected in accordance with the requirements of this Agreement; (I) Indebtedness assumed by any Loan Party on behalf of any other Loan Party; (J) Indebtedness of Foreign Subsidiaries (1) in respect of local lines of credit, letters of credit, bank guarantees, factoring arrangements, sale/leaseback transactions and similar extensions of credit, in each case under this clause (J), which is (x) incurred in the ordinary course of business and (y) non-recourse to each Loan Party and (2) incurred in a single transaction during the period from the Closing Date through December 31, 2004 in a principal amount not to exceed the U.S. dollar equivalent of $20,000,000; provided that the proceeds from the Indebtedness under this sub-clause (2) shall be (i) transferred to a Domestic Subsidiary of Holdings within such period in satisfaction of existing intercompany Indebtedness and (ii) then used to prepay, pursuant to Section 2.05(b)(iv), an aggregate principal amount of the Loans equal to the amount of such Indebtedness incurred; (K) unsecured Indebtedness in an aggregate principal amount not to exceed $7,500,000 at any time outstanding; and (gc) Other secured in the case of Holdings: (A) Indebtedness of Holdings owing to the Borrower or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthany Subsidiary.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 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 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; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower Company or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower Company or of another Subsidiary otherwise permitted hereunderany wholly-owned Subsidiary; (ed) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fe) 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 7.01(d7.01(c); (f) Indebtedness with respect to any Investment permitted under Section 7.02(o) and unsecured Indebtedness of any Subsidiary that is not a Loan Party owed to any Loan Party or any other Subsidiary that is not a Loan Party; provided that all such Indebtedness of a Subsidiary that is not a Loan Party owed to a Loan Party (other than Indebtedness in connection with Investments permitted pursuant to Sections 7.02(c), (f) and (o)) shall not exceed $50,000,000 outstanding at any time plus the amount of any Indebtedness permitted and available pursuant to Section 7.03(g)(ii); and (g) Other secured or unsecured Indebtedness (i) of the Loan Parties without limit and (ii) of Subsidiaries that are not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the Loan Parties in an aggregate principal amount not to exceed $100,000,000 at any time outstanding. The maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this Section 7.03 shall not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies and the amount of any Indebtedness denominated in a currency other than Dollars shall be calculated by converting such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthto Dollars at the exchange rate prevailing at the time such Indebtedness is incurred.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) [Reserved]; (c) [Reserved]; (d) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Permitted Refinancing thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (ce) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (di) Guarantees by of any Subsidiary Borrower in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunderhereunder of any Borrower and (ii) Guarantees of any Restricted Subsidiary (other than MasTec NA) in respect of Indebtedness otherwise permitted hereunder of any other Restricted Subsidiary (other than MasTec NA); (ef) obligations (contingent or otherwise) of the Company or any Restricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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 partyspeculation; (fg) (i) Indebtedness in respect of capital leasesCapital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d7.01(i); provided, however, that the aggregate amount of all such Indebtedness, together with the aggregate amount of all Indebtedness outstanding pursuant to subclause (ii) of this clause (g), outstanding at the time of such incurrence (after giving effect to such Indebtedness) shall not exceed the greater of (A) $900,000,000 and (B) an amount equal to 15% of Consolidated Net Tangible Assets at the time of such incurrence; and (ii) Permitted Refinancings of Indebtedness incurred pursuant to the foregoing subclause (i) of this clause (g); (h) Attributable Indebtedness in respect of Securitization Transactions; provided that the aggregate amount of all such Attributable Indebtedness shall not exceed, at the time of creation, incurrence or assumption of such Indebtedness (and after giving effect thereto), the greater of (i) $500,000,000 and (ii) an amount equal to 8.5% of Consolidated Net Tangible Assets at the time of such creation, incurrence or assumption; (i) Indebtedness of a Person existing at the time such Person became a Subsidiary in connection with an Acquisition permitted pursuant to Section 7.02 or that is otherwise assumed in connection with such Acquisition; provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets and (ii) neither the Company nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness; (j) unsecured Indebtedness of any Borrower; provided, however, that (i) immediately after giving effect to the incurrence of any such Indebtedness, the Company will be in compliance, calculated on a Pro Forma Basis pursuant to Section 1.09, with the financial covenant set forth in Section 7.09 and (ii) such Indebtedness shall not be subject to any financial covenant which is more restrictive than the financial covenants in the Loan Documents at the time of the incurrence of such Indebtedness; (k) Indebtedness (which is unsecured if owed by a Borrower) owed (i) to a Borrower or (ii) to any other Restricted Subsidiary; (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (m) indemnification, adjustment of purchase price, earnout or similar obligations (including any Earnout Obligations), in each case, on customary terms incurred or assumed in connection with any Permitted Acquisition or permitted Disposition of any business or assets of any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary; (n) customer deposits and advance payments received in the ordinary course of business; (i) obligations of any Borrower or any Restricted Subsidiary under surety bonds provided in the ordinary course of business (and indemnity and reimbursement obligations related thereto), (ii) obligations of the Company and its Restricted Subsidiaries under any Surety Credit Documents, and (iii) obligations of any Restricted Subsidiary of the Company (including any Person with which such Restricted Subsidiary is merged or consolidated pursuant to the applicable Permitted Acquisition or other Investment permitted by this Agreement) that in either case is acquired subsequent to the Closing Date pursuant to a Permitted Acquisition or other Investment permitted by this Agreement with respect to any surety bonds in existence at the time of the applicable Permitted Acquisition or other Investment; provided that such surety bonds (x) were provided in the ordinary course of business or (y) are released or replaced with surety bonds issued pursuant to Surety Credit Documents in accordance with this Agreement, or replaced with surety bonds provided in the ordinary course of business, within two hundred twenty-five (225) days of the date of such Permitted Acquisition or other Investment; (p) [Reserved]; (q) obligations in connection with any Permitted Receivables Transaction, to the extent such obligations constitute Indebtedness; and (gr) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as other Indebtedness; provided that the aggregate principal outstanding amount of all Priority Indebtedness shall not exceed, at the time of creation, incurrence or assumption of such IndebtednessIndebtedness (and after giving effect thereto), when aggregated with all other Indebtedness outstanding as permitted under clause the greater of (fi) above, does not exceed 20$600,000,000 and (ii) an amount equal to 10% of Consolidated Net Tangible Net WorthAssets at the time of such creation, incurrence or assumption.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness under (i) the Loan Documents and (ii) the SpinCo Notes (and any Permitted Refinancing of the SpinCo Notes) in the ordinary course of businessan aggregate principal amount not to exceed $425,000,000; (b) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Permitted Refinancing thereof; provided that the amount of any such Indebtedness (including any Permitted Refinancing thereof), to the extent owed by a Loan Party to a Subsidiary that is not increased at a U.S. Loan Party, shall be subordinated to the time payment of such refinancing, refunding, renewal or extension except by an amount equal the Obligations in a manner satisfactory 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 thereunderthe Applicable Administrative Agent; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (di) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the any U.S. Loan Party and (ii) Guarantees by any Borrower or any Guarantor in respect of another Subsidiary Indebtedness otherwise permitted hereunderhereunder by Subsidiaries that are not U.S. Loan Parties to the extent such Guarantee constitutes an Investment permitted pursuant to Section 7.02(c)(vi) or Section 7.02(o); (ed) obligations (contingent or otherwise) of any Subsidiary Borrower or any Guarantor 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 partyparty (other than pursuant to customary netting or set-off provisions); (fe) Indebtedness (i) of any Borrower or any Guarantor in respect of capital leases, Synthetic Lease Obligations Capital Leases and purchase money obligations for fixed or capital assets or (ii) of any Person acquired in a Permitted Acquisition (so long as such Indebtedness (A) existed prior to the acquisition of such Person by the applicable Borrower or any Subsidiary, (B) is not created in contemplation of such acquisition and (C) is solely the obligation of such Person, and not of any Borrower or any other Subsidiary), which in the case of each of clauses (i) and (ii) may be secured by Liens under and within the applicable limitations set forth in Section 7.01(d7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding pursuant to this clause (e) shall not exceed the greater of (x) $50,000,000 and (y) 2.00% of Consolidated Total Assets of Holdings; (f) Indebtedness of any Borrower or any Subsidiary owing to any Borrower or any Subsidiary to the extent constituting an Investment permitted by Section 7.02(c); provided that the Collateral and Guaranty Requirements are satisfied to the extent applicable to such Indebtedness and that any such Indebtedness, to the extent owed by a Loan Party to a Subsidiary that is not a Loan Party, shall be subordinated to the payment of the Obligations in a manner satisfactory to the Applicable Administrative Agent; (g) Indebtedness incurred by a Subsidiary that is not organized under the laws of any political subdivision of the United States (other than any Foreign Loan Party), which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (g) and then outstanding, does not exceed the greater of (x) $100,000,000 and (y) 3.50% of Consolidated Total Assets of Holdings; (h) unsecured Indebtedness of Holdings; provided that (i) the Consolidated Leverage Ratio determined on a pro forma basis after giving effect to the incurrence of such Indebtedness is less than 3.75:1.00, (ii) the stated maturity of such Indebtedness is not less than ninety-one (91) days following the latest Maturity Date for the Term B Loans and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans, (iii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrowers and their Subsidiaries than the Existing Senior Subordinated Notes and (iv) at the time of incurrence of such Indebtedness, there shall be no Default and Holdings shall be in pro forma compliance giving effect to such incurrence with the covenants set forth in Section 7.11; (i) other Indebtedness of Holdings and its Subsidiaries in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 2.00% of Consolidated Total Assets of Holdings; (j) Indebtedness in respect of Receivables Program Obligations in an amount not to exceed the greater of (x) 50,000,000 and (y) 2.00% of Consolidated Total Assets of Holdings; provided that (i) Holdings is in compliance with the Consolidated Leverage Ratio set forth in Section 7.11(a) as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the incurrence of such Indebtedness determined on a pro forma basis after giving effect to the incurrence of such Indebtedness and (ii) no Default or Event of Default shall have occurred and be continuing at the time such Indebtedness is incurred; (k) unsecured Indebtedness of Holdings under the Existing Senior Subordinated Notes Documents in an aggregate principal amount not to exceed $247,000,000 (minus any amount of such Indebtedness required to be redeemed pursuant to Section 4.02(s)) and any Permitted Refinancing thereof; (l) Indebtedness of Holdings or any of its Subsidiaries consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business; (m) Indebtedness consisting of obligations of Holdings or its Subsidiaries under deferred consideration or other similar arrangements (including earn-outs, indemnifications, incentive non-competes and other contingent obligations and agreements consisting of the adjustment of purchase price or similar adjustments) incurred by such Person in connection with any Permitted Acquisition or Disposition permitted by Section 7.05 or any other Investment permitted under Section 7.02; provided that the aggregate amount of all such Indebtedness of Subsidiaries that are not Loan Parties shall not exceed the greater of (x) $35,000,000 and (y) 1.50% of Consolidated Total Assets of Holdings in the aggregate at any time outstanding; (n) Indebtedness incurred by Holdings or any of its Subsidiaries in respect of bank guarantees, warehouse receipts or similar instruments or obligations (other than letters of credit) issued or created in the ordinary course of business consistent with past practice, 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 (other than obligations in respect of letters of credit) regarding workers compensation claims; (o) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of receiving notice thereof; (p) Indebtedness in respect of overdraft facilities, automatic clearinghouse arrangements, employee credit card programs and in respect of other business cash management arrangements in the ordinary course of business of the type included in the definition of “Cash Management Agreements”; (q) Indebtedness representing deferred compensation to employees of Holdings or any of its Subsidiaries incurred in the ordinary course of business; (r) Indebtedness with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of Holdings or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default; provided that the aggregate outstanding amount of all such (x) performance bonds, surety bonds and customs bonds permitted by this clause (r) shall not at any time exceed $20,000,000 and (y) appeal bonds permitted by this clause (r) shall not at any time exceed $15,000,000; and (gs) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, assumed in connection with Permitted Acquisitions so long as such Indebtedness is not incurred to finance or in contemplation of any such acquisition and the aggregate principal amount of any such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, so assumed does not exceed 20the greater of (x) $35,000,000 and (y) 1.50% of Consolidated Tangible Net WorthTotal Assets of Holdings. Notwithstanding anything to contrary herein, no Subsidiary shall be permitted to guarantee the SpinCo Notes or the Existing Senior Subordinated Notes unless such Subsidiary also guarantees the Obligations.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under (i) the ordinary course Loan Documents, (ii) the Existing Credit Agreement, (iii) Indebtedness incurred under that certain Credit Agreement, dated as of businessSeptember 16, 2016, (as amended, modified, or restated from time to time) among the Borrower, the Parent Entity, any other guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent (the “PNC Agreement”) and (iv) Indebtedness incurred under that certain Credit Agreement, dated as of the Closing Date, (as amended, modified, or restated from time to time) among the Borrower, the Parent Entity, any other guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (the “Key Agreement”); (b) intercompany Indebtedness outstanding on among members of the date hereof and listed on Schedule 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 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 thereunderConsolidated Group; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of a Loan Party 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; (fd) other Indebtedness as long as the incurrence of such Indebtedness will not cause, on a pro forma basis, a Default under the Loan Documents, including the financial covenants in respect Section 8.11; and (e) Guaranties of capital leasesthe foregoing; provided that, Synthetic Lease Obligations and purchase a Subsidiary cannot guaranty borrowed money obligations for fixed Indebtedness owed by the Parent Entity, the Borrower or capital assets within the limitations any other Loan Party unless such Subsidiary is, or simultaneously becomes, a Subsidiary Guarantor as set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth7.13.

Indebtedness. CreateThe Company shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Refinancing Indebtedness in respect thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness Guarantees of a Subsidiary owing to the Borrower Company or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (ed) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) unsecured intercompany Indebtedness owed by the Company or any Subsidiary to (i) the Company, (ii) any other Loan Party or (iii) any Subsidiary that is not a Loan Party; provided if Indebtedness arising under clause (iii) is owing by a Loan Party, it is subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) 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 7.01(d)7.01(f) and Refinancing Indebtedness in respect of such Indebtedness; andprovided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; and (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness the Company and its Subsidiaries shall be in compliance with each of the financial covenants contained in Sections 7.10 and 7.11; (g) Other other Indebtedness; provided that (i) at the time of incurrence thereof, no Default has occurred and is continuing or would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness, the Company and its Subsidiaries shall be in compliance with each of the financial covenants contained in Sections 7.10 and 7.11; (iii) such Indebtedness shall not be scheduled to mature prior to the Maturity Date and shall not have a weighted average life to maturity (as reasonably determined by the Administrative Agent in accordance with customary financial practice) that is shorter than the remaining term of the Commitments; and (iv) if such Indebtedness is secured, the aggregate amount of such secured Indebtedness does not exceed the amount permitted pursuant to Section 7.01(k); (h) Indebtedness under or in respect of Cash Management Agreements; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (j) Indebtedness under letters of credit, performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing); (k) Indebtedness in respect of Permitted Receivables Financings of the Company and/or its Domestic Subsidiaries, Indebtedness in respect of Permitted Receivables Financings of Foreign Subsidiaries and unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03Foreign Subsidiaries, so long as the aggregate outstanding amount of all Permitted Receivables Financing including Receivables and Related Assets, and all unsecured Indebtedness of Foreign Subsidiaries shall not exceed $550,000,000 at any time; (l) other unsecured Indebtedness (excluding such Indebtedness of Foreign Subsidiaries); provided that (i) at the time of the incurrence thereof, no Default has occurred and is continuing or would result from the incurrence of such Indebtedness immediately following the incurrence of such Indebtedness; (ii) immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness, the Company and its Subsidiaries shall be in compliance with each of the financial covenants contained in Sections 7.10 and 7.11; and (iii) at the time of the incurrence thereof, the outstanding aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does shall not exceed 2010% of Consolidated Tangible Net WorthAssets; and (m) Indebtedness under or in respect of Trade Documents.

Indebtedness. CreateNo Loan Party shall, nor shall they permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) intercompany Indebtedness outstanding on the date hereof and listed on Schedule 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 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 thereunderpermitted under Section 7.02; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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-non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (fd) Indebtedness without duplication, Guarantees by a Loan Party or any Subsidiary in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations any Indebtedness otherwise permitted hereunder; (e) Indebtedness set forth in Schedule 7.03 (and renewals, refinancing and extensions thereof), provided that 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 utilized thereunder (for purposes of clarity, it is understood that Funded Indebtedness on Schedule 7.03 is included in calculating the financial covenants in Section 7.01(d7.10); and (gf) Other secured other Funded Indebtedness (including (i) any portion of any renewal, financing, or unsecured extension of Indebtedness set forth in Schedule 7.03 to the extent such portion does not otherwise permitted meet the criteria set for the in the proviso of clause (e) above and (ii) Indebtedness evidenced by the foregoing clauses Term Loan Documents) as long as, after giving effect thereto, the Loan Parties are in compliance with the financial covenants in Section 7.10, on a pro forma basis as if such Indebtedness had been incurred as of this the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.036.01 (or if such Indebtedness exists as of the Closing Date, so long as the aggregate principal amount of such IndebtednessJune 30, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth2012).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on of the date hereof Borrower and listed on its Subsidiaries set forth in Schedule 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 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 thereunder8.03; (c) intercompany Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarypermitted under Section 8.02; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of 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; and (e) 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 $8,000,000 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; (f) Earn Out Obligations with respect to Permitted Acquisitions and unsecured Indebtedness consisting of the deferred purchase price of Permitted Acquisitions; (g) credit card debt incurred by or on behalf of the Borrower’s directors, officers, employees or agents in connection with their duties on behalf of the Borrower in the ordinary course of business, provided that the aggregate outstanding amount of all such credit card debt shall not exceed $3,000,000 in the aggregate at any one time outstanding; (h) Indebtedness of the Borrower arising under performance bonds, bid bonds, appeal bonds, surety bonds, banker’s acceptances and trade-related letters of credit, in each case in the ordinary course of business and not in connection with Indebtedness for borrowed money; (i) unsecured Subordinated Indebtedness not to exceed $5,000,000 in the aggregate at any one time outstanding; (j) Indebtedness incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; (k) Guarantees in respect of capital leasesIndebtedness otherwise permitted hereunder; provided, Synthetic Lease that, if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations and on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (l) to the extent constituting Indebtedness, obligations incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase money price or similar obligations, in connection with Permitted Acquisitions, Permitted Transfers or Dispositions permitted by Section 8.05; provided that, in respect of any obligations incurred pursuant to agreements providing for fixed indemnification in connection with Permitted Transfers or capital assets within Dispositions permitted by Section 8.05, such Indebtedness shall not exceed the limitations set forth amount of Net Cash Proceeds received from such Dispositions or such Permitted Transfers, as the case may be; (m) Indebtedness of the Borrower under the Square 1 Bank Canadian Dollar Letter of Credit in Section 7.01(d)an aggregate amount not to exceed CAN$750,000; (n) Indebtedness of the Borrower under one or more standby letters of credit issued by Bank of America in an aggregate amount not exceeding CAN$1,000,000 at any one time outstanding; and (go) Other secured or additional unsecured Indebtedness in a principal amount not otherwise permitted by the foregoing clauses of this Section 7.03, so long as to exceed $1,000,000 in the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthat any one time outstanding.

Indebtedness. CreateNo Group Member shall, directly or indirectly, create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, in each case, of a Subsidiary, exceptIndebtedness except for the following: (a) Current accounts payable the Secured Obligations (other than in respect of Hedging Contracts not permitted to be incurred pursuant to clause (h) below) and Guaranty Obligations in respect thereto; (b) Indebtedness existing on the Amendment No. 4 Effective Date and set forth on Schedule 8.1 (Existing Indebtedness), together with any Permitted Refinancing of any Indebtedness permitted by this clause (b); (c) Guaranty Obligations incurred by any Group Member in respect of Indebtedness of any Group Member that is otherwise permitted by this Section 8.1 (other than clause (a) above); (d) (i) to the extent the Excess Availability Condition has been satisfied, Capital Lease Obligations, purchase money and mortgage financings Indebtedness incurred by any Group Member to finance the acquisition of fixed assets or real property, (ii) any of the foregoing to the extent acquired or assumed in a Permitted Acquisition or other Investment permitted by Section 8.3 (Investments) and, (iii) in each case, Permitted Refinancings of any Indebtedness permitted by this clause (d); provided, that to the extent the Excess Availability Condition has not been satisfied, in lieu of (i) above, Capital Lease Obligations, purchase money and mortgage financings Indebtedness incurred by any Group Member to finance the acquisition of fixed assets or real property in an amount not to exceed (x) 6.0% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) minus (y) the aggregate outstanding principal amount of all Capital Lease Obligations, purchase money Indebtedness and mortgage financings then outstanding; (e) a sale and leaseback transaction to the extent such transaction would constitute Indebtedness; (f) Indebtedness arising from intercompany loans owing to any Group Member and constituting an Investment permitted under Section 8.3 (Investments); (g) Indebtedness arising under any performance or surety bond entered into in the ordinary course of business; (h) Obligations under Hedging Contracts permitted under Section 8.13 (No Speculative Transactions); (i) unsecured Indebtedness not otherwise permitted under this Section 8.1 and Permitted Refinancings thereof; provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed the greater of $100,000,000 and 0.432% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements), at any time; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (j) unsecured Indebtedness outstanding of the Borrower that is subordinated to the payment in full of the Obligations on terms satisfactory to the date hereof Administrative Agent and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Permitted Refinancings thereof; provided provided, however, that (i) the aggregate Dollar Equivalent of the principal amount of all such unsecured Indebtedness shall not exceed the greater of $200,000,000 and 0.863% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements), at any time and (ii) the terms of any such Indebtedness is shall not increased provide for any scheduled repayment, mandatory prepayment or redemption or sinking fund obligation prior to six months after the Scheduled Termination Date; (k) Indebtedness of a Person, or in respect of assets, acquired pursuant to an Acquisition and existing at the time of such refinancingAcquisition, refundingincluding Permitted Refinancings thereof; provided, renewal however, that any such Indebtedness that has been incurred or extension except issued in contemplation of such Acquisition shall only be secured by an amount equal to a reasonable premium or other reasonable amount paid, the assets acquired in such Acquisition; (l) Guaranty Obligations in respect of customary indemnification and fees and expenses reasonably incurred, purchase price adjustment obligations incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderAsset Sales permitted hereby; (cm) Indebtedness Guaranty Obligations granted in favor of a Subsidiary owing title insurers; provided, however, that any such Guaranty Obligations entered into by any Group Member thereof shall apply to real property assets of the Borrower or another SubsidiaryGroup Members; (dn) Guarantees by any Subsidiary in respect other unsecured Indebtedness; provided, however, that at the time of incurrence of such Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contractand after giving effect thereto, provided that (i) such obligations are no Event of Default shall have occurred and be continuing (or werewas continuing immediately prior to the time of such incurrence) 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) the Borrower would be in compliance with the financial covenant contained in Section 5.1 (Minimum Fixed Charge Coverage Ratio) (whether or not then tested) as at the end of the most recently ended Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements), determined on a Pro Forma Basis after giving effect to such Swap Contract does not contain Indebtedness as if such Indebtedness had been incurred on the first day of such Fiscal Quarter, and any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyPermitted Refinancing thereof; (fo) Indebtedness secured by assets other than Collateral; provided, however, that at the time of incurrence of such Indebtedness and after giving effect thereto, (i) no Event of Default shall have occurred and be continuing (or was continuing immediately prior to the time of such incurrence) and (ii) (x) the Secured Leverage Ratio would be less than 4.0 to 1.0 as at the end of the most recently ended Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) and (y) the Borrower would be in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within compliance with the limitations set forth financial covenant contained in Section 7.01(d5.1 (Minimum Fixed Charge Coverage Ratio) (whether or not then tested) as at the end of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.1 (Financial Statements); and , in each case of (gx) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause and (fy) above, does not exceed 20% determined on a Pro Forma Basis after giving effect to such Indebtedness as if such Indebtedness had been incurred on the first day of Consolidated Tangible Net Worth.the four consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter, and any Permitted Refinancing thereof;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Indebtedness (or permit any Subsidiary (other than any Non-Recourse Subsidiary or Immaterial Subsidiary) to do so), except: (ai) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (bii) Indebtedness of the Borrower or any Subsidiary of the Borrower owing to the Borrower or any Subsidiary of the Borrower (other than any Non-Recourse Subsidiary or Immaterial Subsidiary); (iii) the Senior Notes and Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02(iii) and any refinancingsrefinancing, refundingsrefunding, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (eiv) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesfluctuations in interest rates or foreign exchange rates and not for speculative purposes; (v) Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of design, commitmentsconstruction, investmentsinstallation or improvement or lease of property (real or personal), assets, plant or property held equipment used or reasonably anticipated by useful in the business of such Person, in each case in an aggregate principal amount not to exceed the purchase price or changes cost of such property so acquired or designed, constructed, installed, improved or leased; (vi) the incurrence by the Borrower or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the value ordinary course of securities issued by business, so long as such Person, and not for purposes Indebtedness is covered within five (5) Business Days; (vii) Guarantees of speculation the Borrower or taking a “market view;” and any of its Subsidiaries in respect of Indebtedness otherwise permitted hereunder of the Borrower or any of its Subsidiaries (ii) such Swap Contract does not contain other than any provision exonerating the nonNon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyRecourse Subsidiary or Immaterial Subsidiary); (fviii) guarantees by any Loan Party and their respective Subsidiaries in the ordinary course of business of obligations of such Loan Party or Subsidiary to non-affiliated suppliers, customers, franchisees and licensees; provided that each such Subsidiary may only incur such Indebtedness with respect to another Subsidiary that is the direct or indirect parent of such Subsidiary; (ix) Indebtedness of the Loan Parties and their respective Subsidiaries providing for indemnification, adjustment of purchase price or similar price or similar obligations in connection with the acquisition of any business, assets or Equity Interest of a Subsidiary after the date of this Agreement; (x) Indebtedness in respect of capital leasesnetting services, Synthetic Lease overdraft protections and otherwise in connection with deposit accounts; (xi) Indebtedness constituting reimbursement obligations with respect to letters of credit, banker's acceptances or similar instruments or obligations issued in the ordinary course of business; provided that upon the drawing or other funding of such letters of credit or other instruments or obligations, such drawings or fundings are reimbursed within seven days; (xii) Indebtedness under cash pooling arrangements and Swap Obligations (with respect to currency risk, interest rate risks, commodity risks and purchase money obligations price risks) in the ordinary course of business; (xiii) (A) the factoring of accounts receivable and (B) reverse factoring or confirming of accounts payable, in each case arising in the ordinary course of business; (xiv) Non-Recourse Indebtedness incurred by any Loan Party in respect of, and solely to the extent of, any collateral secured by a Non-Recourse Indebtedness Pledge Agreement, and any Refinancing thereof to the extent such Refinanced Indebtedness constitutes Non-Recourse Indebtedness; (xv) Indebtedness of the Loan Parties and their respective Subsidiaries incurred in respect of worker's compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Borrower and its Subsidiaries in the ordinary course of business; (xvi) Indebtedness consisting of the financing, by the applicable insurer, of insurance premiums in the ordinary course of business; (xvii) Indebtedness arising from honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or credit lines in the ordinary course of business; provided that such Indebtedness is disbursed within seven (7) days of incurrence; (xviii) advance payments received from customers for fixed or capital assets within goods and services purchased and credit periods in the limitations ordinary course of business; (xix) additional Indebtedness of the Loan Parties and their respective Subsidiaries; provided that (i) the Borrower shall be in compliance with the covenants set forth in Section 7.01(d); 7.11 immediately prior to and after giving effect to the incurrence of such Indebtedness on a pro forma basis, and (ii) the aggregate amount of such Indebtedness that may be secured by the Collateral at any one time outstanding shall not exceed the greater of (x) U.S.$550,000,000 and (y) an amount such that, after giving effect to the incurrence thereof, the Borrower could incur not less than U.S.$1.00 of additional Indebtedness and still maintain a Leverage Ratio no greater than 3.50:1.00; and (gxx) Other secured additional Indebtedness of the Borrower or unsecured Indebtedness any of its Subsidiaries not otherwise permitted by the foregoing clauses of under this Section 7.03, so long as 7.02; provided that the aggregate principal amount Net Cash Proceeds of such Indebtedness, when aggregated with all other Indebtedness outstanding are applied as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthrequired by Section 2.04(b)(ii).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding of the Borrower and its Subsidiaries existing on the date hereof Closing Date and listed on set forth in Schedule 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 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 thereunder8.03; (c) intercompany Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarypermitted under Section 8.02; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of 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) Priority Debt in an aggregate principal amount not to exceed 10% of the Borrower’s Consolidated Net Worth at any time outstanding; provided, however, that secured Indebtedness of the Borrower and its Subsidiaries shall not exceed 25% of such Priority Debt permitted pursuant to this clause (e); (f) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, Synthetic Lease Obligations 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 money obligations price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for fixed a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (g) other unsecured Indebtedness of the Borrower or capital assets within the limitations set forth any Subsidiary in Section 7.01(d)an aggregate principal amount not to exceed $20,000,000 outstanding at any given time; and (gh) Other secured or unsecured Guarantees with respect to Indebtedness not otherwise permitted by the foregoing clauses of under this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth8.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof and listed set forth on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and 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 thereunderthereunder and (ii) the terms relating to amortization, maturity, collateral (if any) and subordination (if any) of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended); (c) intercompany Indebtedness of a Subsidiary owing to the Borrower or another Subsidiarypermitted under Section 8.02; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (fe) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, Synthetic Lease Obligations and renewals, refinancings and extensions thereof; provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $50,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase money price of the asset(s) financed; (f) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (g) Indebtedness assumed in connection with any Permitted Acquisition but not incurred in contemplation thereof; (h) to the extent constituting Indebtedness, surety or performance bonds with respect to contracts for the performance of work entered into by any Loan Party in the ordinary course of business; (i) other unsecured Indebtedness so long as (i) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Indebtedness on a Pro Forma Basis is less than 3.50:1.00, (ii) no Default exists or would result therefrom, (iii) such Indebtedness shall not include any financial covenants that are more restrictive in any respect on the Loan Parties than the financial covenants in this Agreement, (iv) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the date that is six (6) months after the latest Maturity Date, and (v) such Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the latest Maturity Date; (j) earn-out obligations for fixed or capital assets within the limitations set forth incurred in respect of any Permitted Acquisition; and (k) Guarantees with respect to Indebtedness permitted under this Section 7.01(d8.03; provided that if a Loan Party Guarantees Indebtedness of a Foreign Subsidiary, such Guarantee must also be permitted by Section 8.02 (other than Section 8.02(g)); and (gl) Other secured (i) Incremental Secured Indebtedness or (ii) other unsecured Indebtedness not otherwise permitted by (including, without limitation, Permitted Convertible Indebtedness); provided that (A) the aggregate outstanding principal amount of all Indebtedness incurred pursuant to the foregoing clauses of this Section 7.03(i) and (ii) shall not exceed $300,000,000 in the aggregate, so long as (B) no Default has occurred and is continuing at the aggregate principal amount time of such Indebtednessincurrence or would result therefrom, when aggregated (C) upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties shall be in compliance with all other Indebtedness outstanding as permitted under the financial covenants set forth in Section 8.11 then in effect (subject to clause (fii) aboveof the last paragraph of the definition of “Pro Forma Basis”) and (D) in the case of any Indebtedness incurred pursuant to the foregoing clause (ii), does such Indebtedness (1) shall not exceed 20% include any financial maintenance covenants that are more restrictive in any respect on the Loan Parties than the financial maintenance covenants in this Agreement, (2) is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of Consolidated Tangible Net Worthcontrol, fundamental change, asset sale or event of loss and customary acceleration rights after an event of default and, for the avoidance of doubt, any conversion or exchange (or any payment related thereto) related to Permitted Convertible Indebtedness) in each case, prior to the date that is six (6) months after the latest Maturity Date, and (3) shall not mature at any time on or prior to the date that is six (6) months after the latest Maturity Date.

Indebtedness. CreateNo Borrower will incur, incurcreate, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in The Notes, the ordinary course of businessSwing Line Note, and Indebtedness and Obligations under this Agreement and the other Loan Documents; (b) Indebtedness outstanding on of any Borrower existing at the date hereof Closing Date which is reflected in Schedule X hereto and listed on Schedule 7.03 all renewals and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness created under leases which, in accordance with generally accepted accounting principles, have been recorded and/or should have been recorded on the books of a Subsidiary owing to the applicable Borrower or another Subsidiaryas Capital Leases which, when combined with Indebtedness described in Section 10.1(d), is less than Three Million Dollars ($3,000,000); (d) Guarantees by any Subsidiary Indebtedness which is permitted in respect connection with the purchase of property, provided that the aggregate amount of such Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereundershall not exceed $3,000,000; (e) obligations Subordinated Indebtedness as specified in Schedule XI; (contingent f) accounts payable (for the deferred purchase price of Property or otherwiseservices) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person from time to time incurred in the ordinary course of business for and which are not in excess of ninety (90) days past the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, invoice 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 viewbilling date;” 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted Non-Recourse Real Estate Debt and any Guaranties by the foregoing clauses Company of this Section 7.03such Indebtedness; (h) Indebtedness pursuant to Third Party Floor Plan Financing; (i) Indebtedness of any Subsidiary of the Company in existence (but not incurred or created in connection with such acquisition) on the date on which such Subsidiary is acquired by the Company and for which Indebtedness neither the Company nor any of its other Subsidiaries has any obligation and with respect to which Indebtedness none of the properties of the Company or any of its other Subsidiaries is bound; (j) Indebtedness secured by Liens upon any property hereafter acquired by the Company or any of its Subsidiary to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which Indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to such Property so long as acquired and with respect to which Indebtedness none of the Company or any of its Subsidiaries (other than the acquiring Person) has any obligation; (k) Indebtedness owed by the Company or any of its Subsidiaries to the Company or to any other Subsidiary; (l) any Retail Loan Guaranties; provided that the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does Retail Loan Guaranties shall not exceed 20% of Consolidated Tangible Net Worth$12,000,000; and (m) Indebtedness arising under any Service Agreement as such term is defined in Section 9.14.

Indebtedness. CreateEach Loan Party will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable Indebtedness created under the Financing Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any Permitted Refinancing thereof; (c) (i) Indebtedness (including Capital Lease Obligations) of the Loan Parties and their Subsidiaries incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition, construction, repair, replacement or improvement and (ii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (i); provided, further, that the aggregate principal amount of Indebtedness that is outstanding in reliance on this paragraph (c) shall not exceed $20,000,000 or the Dollar Equivalent thereof in aggregate principal amount at any time outstanding; (d) Indebtedness among the Loan Parties and their Subsidiaries arising as a result of intercompany loans, provided that the rights of any Loan Party, if any, with respect to any such intercompany loan are pledged under the Pledge and Security Agreement or an applicable Foreign Collateral Document to the extent required by Section 5.11; (e) Guarantees permitted by Section 6.04 hereof, including any Permitted Refinancings thereof; (f) [Intentionally omitted]; (g) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (bh) Indebtedness outstanding on the date hereof and listed on Schedule 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 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[Intentionally omitted]; (ci) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Derivative Obligations incurred 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 partyspeculative purposes; (fj) Indebtedness (i) of any Person that becomes a Subsidiary after the date hereof, which Indebtedness is existing at the time such Person becomes a Subsidiary and is not incurred in respect contemplation of capital leasessuch Person becoming a Subsidiary that is either (A) unsecured or (B) secured only by the assets of such Subsidiary by a Lien permitted under Section 6.02(c) and, Synthetic Lease Obligations in each case, any Permitted Refinancing thereof, (ii)(other than any seller financing) of a Loan Party or any Subsidiary that is incurred or assumed in connection with any Permitted Acquisition (and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(dany Permitted Refinancing thereof); and (g) Other , which, if secured, is secured or unsecured Indebtedness not otherwise only by Liens permitted by the foregoing clauses of this Section 7.036.02(l), and so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under at any time pursuant to this clause (fii) above, does not exceed 20$20,000,000 or the Dollar Equivalent thereof, or (iii) in respect of seller financing incurred in connection with any Permitted Acquisition, provided that any such seller financing shall (w) be unsecured Indebtedness, (x) not mature prior to the date that is 91 days after the Maturity Date, (y) not have any scheduled principal amortization or payments, repurchase, or redemptions of principal due prior to the date that is 91 days after the Maturity Date and (z) the aggregate principal amount of such Indebtedness outstanding at any time pursuant to this clause (iii) does not exceed $20,000,000 or the Dollar Equivalent thereof; provided, further, that in the case of each of clauses (i), (ii) and (iii) of this paragraph (j), (1) the Loan Parties will be in compliance on a Pro Forma Basis with the covenant contained in Section 6.10 as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (2) no Default or Event of Default shall exist or result therefrom; (k) Indebtedness of Foreign Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not exceeding $20,000,000 or the Dollar Equivalent thereof; (l) Indebtedness constituting deferred compensation to employees of the Loan Parties and their Subsidiaries incurred in the ordinary course of business; (m) Indebtedness consisting of unsecured promissory notes (i) issued to current or former officers, employees, directors, agents or consultants (or any spouses, former spouses, descendants, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of any Loan Party or any Subsidiary (or any direct or indirect parent of MK Holdings) to finance the purchase or redemption of Equity Interests of MK Holdings (or any direct or indirect parent thereof) permitted by Section 6.06(d)(i), provided that the aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed $10,000,000 at any time outstanding or (ii) issued to ▇▇▇▇ Idol (or any spouse, former spouse, descendant, successor, executor, administrator, heir, legatee or distributee of ▇▇▇▇ Idol) to finance the purchase or redemption of Equity Interests of MK Holdings (or any direct or indirect parent thereof) permitted by Section 6.06(d)(ii); (n) Indebtedness incurred by the Loans Parties or any of their Subsidiaries in a Permitted Acquisition, any other Investment or any Disposition permitted hereunder, in each case, to the extent constituting indemnification obligations or obligations in respect of post-closing adjustments to purchase price (including earnouts), which are either unsecured or secured by customary deposit, holdback or escrow arrangements with respect to the consideration for such transaction; (o) Banking Services Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business, and any Guarantees thereof; (p) Indebtedness incurred by the Loan Parties or any of their Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers’ compensation claims; (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Loan Parties or any of their 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 or consistent with past practice; (r) Indebtedness consisting of take-or-pay obligations contained in supply arrangements in the ordinary course of business; and (s) other Indebtedness in an aggregate principal amount at any time outstanding not exceeding the greater of (i) $10,000,000 or the Dollar Equivalent thereof and (ii) 2.5% of Consolidated Tangible Net WorthTotal Assets, determined at the time such Indebtedness is incurred.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under (i) the ordinary course Loan Documents, (ii) the Existing Credit Agreement, (iii) Indebtedness incurred under that certain Credit Agreement, dated as of businessSeptember 16, 2016, (as amended, modified, or restated from time to time) among the Borrower, the Parent Entity, any other guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent (the “PNC Agreement”) and (iv) Indebtedness incurred under that certain Credit Agreement, dated as of the Closing Date, (as amended, modified, or restated from time to time) among the Borrower, the Parent Entity, any other guarantors party thereto, the lenders party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (the “▇▇▇▇▇ Agreement”); (b) intercompany Indebtedness outstanding on among members of the date hereof and listed on Schedule 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 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 thereunderConsolidated Group; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of a Loan Party 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; (fd) other Indebtedness as long as the incurrence of such Indebtedness will not cause, on a pro forma basis, a Default under the Loan Documents, including the financial covenants in respect Section 8.11; and (e) Guaranties of capital leasesthe foregoing; provided that, Synthetic Lease Obligations and purchase a Subsidiary cannot guaranty borrowed money obligations for fixed Indebtedness owed by the Parent Entity, the Borrower or capital assets within the limitations any other Loan Party unless such Subsidiary is, or simultaneously becomes, a Subsidiary Guarantor as set forth in Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth7.13.

Indebtedness. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, in each case, of a Subsidiary, exceptother than: (a) Current accounts payable the Obligations; (b) Indebtedness of any Borrower to any other Credit Party; (c) Guarantees with respect to Indebtedness permitted under this Section 8.1; (d) Indebtedness existing on the Effective Date and described in Schedule 8.1, together with any Permitted Refinancing thereof; (e) Indebtedness with respect to (x) Capital Leases and (y) purchase money Indebtedness; provided, in the case of clause (x), that any such Indebtedness shall be secured only by the asset subject to such Capital Lease, and, in the case of clause (y), that any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; provided further that the sum of the aggregate principal amount of any Indebtedness under this clause (e) shall not exceed at any time $7,500,000; (f) Indebtedness in respect of any Swap Agreement that is entered into in the ordinary course of business to hedge or mitigate risks to which any Credit Party or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (it being acknowledged by each Borrower that a Swap Agreement entered into for speculative purposes or of a speculative nature is not a Swap Agreement entered into in the ordinary course of business to hedge or mitigate risks); (g) Indebtedness arising in connection with the financing of insurance premiums in the ordinary course of business; (bh) to the extent constituting Indebtedness, all obligations in connection with each Permitted Acquisition, including, without limitation, Earn Out Obligations; (i) Indebtedness outstanding on representing deferred compensation to officers, directors, employees of the date hereof Borrowers and listed on Schedule 7.03 their Subsidiaries; and unsecured Indebtedness of the Borrowers in an aggregate amount not to exceed at any refinancingstime $30,000,000, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased so long as at the time of incurrence 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; (c) unsecured Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (no Default or were) entered into by such Person in the ordinary course Event of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, Default then exists 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;” arises therefrom and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions after giving effect to the defaulting party; (f) incurrence of any such unsecured Indebtedness on a Pro Forma Basis, the Credit Parties are in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within compliance with the limitations covenants set forth in clauses (a) and (b) of Section 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worth8.8.

Indebtedness. CreateThe Borrowers will not, incurnor will they permit any Subsidiary to, assume create, incur or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (ai) Current accounts payable arising in The Loans and the ordinary course of business;Reimbursement Obligations. (bii) Indebtedness outstanding (including Contingent Obligations) existing on the date hereof and listed on Schedule 7.03 described in the Disclosure Schedule. (iii) Indebtedness arising under Rate Management Agreements permitted by Section 7.10. (iv) Contingent Obligations permitted by Section 7.9. (v) Non-recourse Indebtedness in a restricted or special purpose Subsidiary (for which consent of the Required Lenders must be obtained) and as to which none of the Credit Parties (i) provides any refinancingsguaranty or credit support of any kind (including any undertaking, refundingsguarantee, renewals indemnity, agreement or extensions thereofinstrument that would constitute Indebtedness) or (ii) is directly or indirectly liable (as a guarantor or otherwise); provided provided, that after giving effect to such Indebtedness outstanding from time to time, the Credit Parties are not in violation of any of the financial covenants of Article VIII. (vi) Normal and ordinary course trade debt and customary obligations relating to the operation of oil and gas producing properties, drilling rigs and gathering and processing systems and midstream asset operations. (vii) Unsecured senior indebtedness not in excess of $10,000,000 in the aggregate. (viii) Lease obligations (including building and office leases and leases for equipment) not in excess of $20,000,000 in the aggregate. (ix) Subordinated debt (including subordinated debt convertible to equity) in the aggregate maximum amount of such Indebtedness is not increased at $250,000,000 in form, scope and content reasonably acceptable to the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, Administrative Agent and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;the Required Lenders. (cx) Indebtedness usual and customary insurance premium financed in the normal course of a Subsidiary owing to the Borrower or another Subsidiary;business. (dxi) Guarantees by any Subsidiary indebtedness regarding self insured liabilities, including retentions under insurance policies. (xii) miscellaneous items of Indebtedness not described in respect of subsections (i) through (viii) above which do not in the aggregate (taking into account all such Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (eCredit Parties) obligations (contingent or otherwise) of exceed $10,000,000 at 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; (f) 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 7.01(d); and (g) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthone time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (b) Indebtedness outstanding on the date hereof Closing Date (and listed on Schedule 7.03 renewals, refinancings 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 thereunderthereunder and (ii) any Indebtedness 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 proviso that is not set forth on Schedule 8.03) shall only be permitted to the extent such Indebtedness is listed on Schedule 8.03; (c) intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary owing (i) such Indebtedness shall be subordinated to the Borrower Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid if a Default exists immediately prior to or another Subsidiaryafter giving effect to such prepayment; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Swap Contract does Indebtedness when incurred shall not contain any provision exonerating exceed the non-defaulting party from its obligation to make payments on outstanding transactions to purchase price of the defaulting partyasset(s) financed; (f) unsecured Indebtedness; provided, that, immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Borrower shall be in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within compliance with the limitations financial covenants set forth in Section 7.01(d); and8.11; (g) Other secured or unsecured Indebtedness; provided that no secured Indebtedness not otherwise shall be permitted by the foregoing clauses of to be incurred pursuant to this Section 7.038.03(g) if the incurrence of such Indebtedness would cause the aggregate principal amount of outstanding secured Indebtedness incurred pursuant to this Section 8.03(g) to exceed the greater of (i) 5% of Consolidated Total Assets and (ii) $135,000,000, so long in each case, as of the most recently ended fiscal year for which financial statements have been delivered to the Administrative Agent in accordance with Section 7.01; (h) Indebtedness arising under a Permitted Repo Transaction; provided, that the aggregate principal amount of such Indebtedness shall not exceed $250,000,000; (i) Guarantees with respect to Indebtedness permitted under this Section 8.03; (j) to the extent constituting Indebtedness, when aggregated obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; and (k) to the extent constituting Indebtedness, obligations arising in connection with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net Worthany Cash Management Agreement.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in the ordinary course of business; (b) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 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 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; (c) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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; (f) Indebtedness in respect of capital or financing leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); (g) Indebtedness of the Borrower incurred pursuant to that certain Credit Agreement dated as of March 23, 2020 by and among the Borrower, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto; and (gh) Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 2010% of Consolidated Tangible Net WorthTotal Assets.

Indebtedness. CreateHoldings shall not, and shall not permit any of its Material Subsidiaries to, at any time create, incur, assume assume, or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (ai) Current accounts payable arising in Indebtedness under the ordinary course of businessLoan Documents; (bii) Existing Indebtedness outstanding on the date hereof and listed as set forth on Schedule 7.03 and 7.02(a) (including any refinancingsextensions or renewals thereof, refundings, renewals or extensions thereof; provided that there is no increase in 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 thereof or other reasonable amount paid, and fees and expenses reasonably incurred, significant change in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthe terms thereof unless otherwise specified on Schedule 7.02(a); (ciii) Capitalized and operating leases; (iv) Indebtedness secured by Purchase Money Security Interests; (v) Indebtedness of a Holdings or any Material Subsidiary owing to the Borrower Company or another any other Material Subsidiary, or any of their respective Affiliates; (dvi) Guarantees by any Subsidiary in respect of Any Interest Rate Hedge; (vii) Any Guaranties permitted pursuant to Section 7.02(c); (viii) Other Indebtedness of the Borrower or Company which is non-recourse to the Company and in the nature (as to its purpose and non-recourse structure) of another Subsidiary otherwise permitted hereunderthat existing Indebtedness in favor of Deutsche Bank shown on Exhibit 7.02(a) (“Soft Capital”); (eix) obligations (contingent or otherwise) Other Indebtedness of any Subsidiary existing or arising under any Swap ContractMaterial Subsidiaries which are regulated insurance companies consisting of letters of credit, provided that (i) such obligations are (or were) entered into by such Person trust accounts and similar collateral support required in the ordinary course of business for either by statute or by rating agencies to support the purpose insurance and/or reinsurance businesses of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value Material Subsidiaries; (x) All obligations of securities any Affiliate of Holdings under Guaranteed Investment Contracts issued by such Person, and not for purposes Person in an aggregate amount 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 up to make payments on outstanding transactions to the defaulting party$1,000,000,000; (fxi) Other Indebtedness in respect of capital leasesHoldings, Synthetic Lease Obligations and purchase money obligations for fixed US Holdco, AGRI or capital assets within AGRO from time to time so long as such Indebtedness is permitted at such time by the limitations set forth in Section 7.01(d)other provisions of this Agreement; and (gxii) Other secured or unsecured Indebtedness not otherwise permitted by Any obligations pursuant to the foregoing clauses of this Section 7.03, so long as the aggregate principal amount of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% of Consolidated Tangible Net WorthContingent Capital Facility.

Indebtedness. CreateThe US Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, in each caseother than, of a Subsidiarywithout duplication, exceptthe following: (a) Current accounts payable arising Indebtedness in respect of the ordinary course of businessCredit Extensions and other Obligations; (b) Indebtedness outstanding on until the date hereof of the initial Credit Extension, Indebtedness identified in Item 9.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule; (c) Indebtedness existing as of the Effective Date which is identified in Item 9.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule; (d) Indebtedness incurred by the US Borrower or any of its Subsidiaries (i) in respect of Capitalized Lease Liabilities and listed purchase money financing and 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; provided, that the maximum aggregate amount of all Indebtedness permitted under this clause (d)(i) shall not at any time exceed $6,250,000, and (ii) from time to time for general corporate purposes; provided, that the maximum aggregate amount of all Indebtedness permitted under this clause (d)(ii) shall not at any time exceed $6,250,000; (e) Hedging Obligations of the US Borrower or any of its Subsidiaries; (f) intercompany Indebtedness of (i) any US Subsidiary Guarantor to any other US Subsidiary Guarantor or to the US Borrower, (ii) any UK Subsidiary Guarantor to any other UK Subsidiary Guarantor or to the UK Borrower, (iii) the UK Borrower to the US Borrower, (iv) Freepeak Limited to the Luxembourg Subsidiary in an aggregate principal amount not to exceed pound sterling30,000,000 and (v) the Luxembourg Subsidiary to UKLP in an aggregate principal amount not to exceed pound sterling30,000,000, which indebtedness shall (after the UK Lien Date in the case of the Indebtedness in clauses (ii) and (iii) above) be evidenced by one or more promissory notes in form and substance reasonably satisfactory to the Collateral Agent which have been duly executed and delivered to (and endorsed to the order of), the Collateral Agent in pledge pursuant to, in the case of clauses (i) and (iii) above, a US Borrower Pledge Agreement or a US Subsidiary Pledge Agreement, as applicable, in the case of clause (ii) above, a UK Borrower Security Agreement or a UK Subsidiary Security Agreement, as applicable, and in the case of clause (v) above, a UKLP Guarantee and Pledge; (g) unsecured intercompany Indebtedness of (i) the US Borrower owing to a US Subsidiary Guarantor, (ii) the US Borrower owing to the UK Borrower and (iii) the UK Borrower owing to a UK Subsidiary Guarantor that has (after the UK Lien Date, in the case of the Indebtedness in clauses (ii) and (iii) above, and previously, in the case of the Indebtedness in clause (i) above) executed and delivered to the Agents the Intercompany Subordination Agreement (and if such Indebtedness is also subordinated to any Subordinated Debt the terms and provisions of such subordination shall be at least as favorable to the Lenders as the subordination provisions contained in the applicable Subordinated Debt), and which shall (after the UK Lien Date in the case of the Indebtedness in clauses (ii) and (iii) above) be evidenced by one or more promissory notes in form and substance reasonably satisfactory to the Collateral Agent that have been duly executed and delivered to (and endorsed to the order of) the Collateral Agent in pledge pursuant to, in the case of clause (i) above, a US Borrower Pledge Agreement or a US Subsidiary Pledge Agreement, as applicable and, in the case of clauses (ii) and (iii) above, a UK Borrower Security Agreement or a UK Subsidiary Security Agreement, as applicable; (h) Indebtedness consisting of (i) $25,000,000 aggregate principal amount of the 12% Subordinated Notes issued on Schedule 7.03 June 30, 2000 and (ii) $55,000,000 aggregate principal amount of the additional 12% Subordinated Notes issued on November 13, 2001, and any guarantee of such Indebtedness executed by any party to the US Subsidiary Guaranty so long as such guarantee is in all respects subordinated to the obligations of such guarantor under the US Subsidiary Guaranty on terms at least as favorable to the Lender Parties as is the subordination of the obligations of the US Borrower under the 12% Subordinated Notes to the Obligations; provided that in the event the aggregate principal amount of Indebtedness incurred pursuant to this clause (ii) is greater than $50,000,000, the aggregate principal amount of the Incremental US Term B Loans that the US Borrower may request to be added pursuant to Section 2.7 shall be decreased by the difference of (x) the aggregate principal amount of Indebtedness incurred by the US Borrower under this clause (ii) less (y) $50,000,000; (i) Indebtedness of a Person which becomes a Subsidiary after the Closing Date; provided that such Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof, and neither any Borrower nor any Subsidiary of either Borrower (other than such Person) is liable thereon and 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 and neither any Borrower nor any 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 thereunderSubsidiary of either Borrower is liable thereon; (cj) Indebtedness arising from the honoring by a bank or other financial institution of a Subsidiary owing to the Borrower check, draft or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person similar instrument drawn against insufficient funds in the ordinary course of business for the purpose business, provided that such Indebtedness is extinguished within five Business Days 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 partyincurrence; (fk) without duplication, Indebtedness permitted as Investments pursuant to Section 9.2.5; (l) Contingent Obligations with respect to other Indebtedness permitted hereby (except in respect of capital leasesIndebtedness under clauses (h), Synthetic Lease Obligations (i) and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d(m)); and (gm) Other secured or unsecured Indebtedness not otherwise permitted consisting of up to $9,375,000 aggregate principal amount of additional Subordinated Debt ("Additional Cash Pay Subordinated Debt") to be issued after the Effective Date and any guarantee of such Indebtedness executed by any party to the foregoing clauses US Subsidiary Guaranty so long as such guarantee is in all respects subordinated to the obligations of this Section 7.03, such guarantor under the US Subsidiary Guaranty on terms at least as favorable to the Lender Parties as is the subordination of the obligations of the US Borrower under the 12% Subordinated Notes to the Obligations; and (n) Indebtedness consisting of pound sterling2,300,000 aggregate principal amount of the Loan Stock so long as the aggregate principal reimbursement obligations of Freepeak Limited in respect of the Loan Stock Guarantee are cash collateralized pursuant to clause (r) of Section 9.2.3. provided, however, that no Indebtedness otherwise permitted by clauses (d), (i) or (n) may be incurred if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing. For purposes of determining compliance with this Section 9.2.2, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the US Borrower, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% in one of Consolidated Tangible Net Worthsuch clauses.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising in Indebtedness under the ordinary course of businessNote Documents; (b) Indebtedness outstanding of Parent and its Subsidiaries existing on the date hereof Closing Date and listed described on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that 8.03 to 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 thereunderDisclosure Letter; (c) (i) intercompany Indebtedness of a Subsidiary owing permitted under Section 8.02, (ii) intercompany Indebtedness between Note Parties, (iii) intercompany Indebtedness between Subsidiaries that are not Note Parties and (iv) intercompany Indebtedness owed by Subsidiaries that are not Note Parties to the Borrower or another SubsidiaryNote Parties in an amount not to exceed $10,000,000 at any time outstanding; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of Parent or any Subsidiary existing or arising under any Swap Contract, provided that (i) provided, that, such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with 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) (x) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by 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 incurred in reliance on this clause (x) for all such Persons taken together, together with the total of all Indebtedness assumed by Parent and its Subsidiaries in reliance on clause (y) of this Section 8.03(e), shall not exceed an aggregate principal amount of $10,000,000 at any time outstanding, (ii) such Swap Contract does Indebtedness when incurred shall not contain 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 (other than by an amount equal to unpaid interest and premium thereon, and any provision exonerating underwriting discounts, fees, commissions and expenses associated with such refinancing); and (y) 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 non-defaulting party from purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (i) the total of all such Indebtedness assumed in reliance on this clause (y) for all such Persons taken together, together with the total of all Indebtedness incurred by Parent and its obligation Subsidiaries in reliance on clause (x) of this Section 8.03(e), shall not exceed an aggregate principal amount of $10,000,000 at any time outstanding, (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 (other than by an amount equal to make payments on outstanding transactions to the defaulting partyunpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing), and (iii) such Indebtedness shall not have been incurred in contemplation of or in connection with such Permitted Acquisition or other Investment; (f) Indebtedness in respect of capital leasesobligations relating to corporate credit cards, Synthetic Lease Obligations and purchase money obligations for fixed cards or capital assets within bank card products, not to exceed $2,000,000 in the limitations set forth in Section 7.01(d); andaggregate at any one time outstanding; (g) Other secured Guarantees of Indebtedness otherwise permitted under this Section 8.03; (h) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted in the ordinary course of business, provided, the outstanding principal amount of such Indebtedness shall not exceed $6,250,000 in the aggregate at any time; (i) 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, foreign exchange contracts, assumed settlement, netting services, overdraft protections and other cash management, intercompany cash pooling and similar arrangements, in each case in the ordinary course of business; (j) advances or deposits in the ordinary course of business from customers, vendors or partners and not constituting Indebtedness for borrowed money; (k) 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, in each case incurred in the ordinary course of Parent’s or its Subsidiaries’ business; (l) Indebtedness and related guarantees incurred solely as a result of endorsing negotiable instruments in the ordinary course of business; (m) 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; (n) other unsecured Indebtedness in an aggregate amount not otherwise to exceed $2,000,000 at any one time outstanding; (o) Indebtedness in respect of (i) surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantees and similar obligations incurred in the ordinary course of business and (ii) customary indemnification obligations to purchasers in connection with Dispositions permitted by Section 8.05; (p) Indebtedness owed to any Person in respect of the foregoing clauses purchase price for property, casualty, liability, or other insurance to any Note Party or to any of this Section 7.03their Subsidiaries, so long as or to a premium finance company with respect only to such insurance premiums; (q) Permitted Convertible Bond Indebtedness; provided, that the aggregate principal amount of Indebtedness incurred pursuant to this clause (q) (i) shall not exceed, when multiplied by the per annum cash interest rate applicable to such Indebtedness, when aggregated with all other Indebtedness $6,750,000 at any time outstanding as permitted under clause and (fii) above, does shall not exceed at the time such Indebtedness is incurred an amount equal to Consolidated Net Sales for the trailing twelve-month period ended immediately prior to the date such Indebtedness is incurred multiplied by a factor of 3; and (r) Indebtedness of Parent or any other Note Party in the form of a working capital or revolving credit facility with a maximum credit line of no more than the lesser of (x) 20% of Consolidated Tangible Net WorthSales for the trailing twelve-month period ended immediately prior to the closing date of such facility and (y) $50,000,000 (the “Revolving Credit Facility”); provided, that that as of the closing date of such Revolving Credit Facility, Consolidated Net Sales, for the trailing twelve-month period ended immediately prior to such date, are equal to or exceed $75,000,000; provided, further, that such Indebtedness may be secured on a first priority basis by Liens on any Collateral constituting accounts receivable, inventory, cash, and any Deposit Account established and maintained with the lender under such Revolving Credit Facility to hold such cash, supporting obligations and all proceeds of the foregoing and, in the sole discretion of the Collateral Agent, other assets over which an asset-based revolving lender would customarily have a first priority Lien to secure the obligations under such facility, to secure the obligations under such Revolving Credit Facility (collectively, the “Revolving Credit Priority Collateral”), and such Liens may be senior in rank, order of priority and enforcement to the security interests and Liens of the Collateral Agent (in favor and for the benefit of the Purchasers and the other Secured Parties) in the Revolving Credit Priority Collateral to secure the Obligations pursuant to an intercreditor, subordination or other similar agreement among such Note Party, the holder (or agent or representative of the holders) of such Indebtedness and the Collateral Agent, in form and substance reasonably satisfactory to each of such holder, agent or representative and the Collateral Agent (the “Intercreditor Agreement”); provided, finally, that no Subsidiary shall Guarantee, or provide a Lien to secure, the obligations under such Revolving Credit Facility if such Subsidiary is not a Guarantor (and does not pledge its assets in support thereof) in accordance with the terms of the Note Documents.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Current accounts payable arising Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than Indebtedness of the Lead Borrower to any Subsidiary or of any Subsidiary to the Lead Borrower or any Subsidiary that is Refinanced with Indebtedness owed to a Person other than the Lead Borrower or any Subsidiary); (b) (i) Indebtedness created hereunder and under the other Loan Documents (including any Incremental Revolving Loans) and (ii) Indebtedness incurred pursuant to the Term Loan Credit Agreement and the other Term Loan Documents; (c) Indebtedness of the Borrowers or any Subsidiary pursuant to Swap Agreements not entered into for speculative purposes (i) to the extent constituting Obligations and/or (ii) to the extent not constituting Obligations, in an aggregate amount, in the case of this clause (ii), not to exceed $22.5 million at any time outstanding; (d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case in the ordinary course of business; provided, that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (e) Indebtedness of the Borrowers to any Subsidiary and of any Subsidiary to the Borrowers or any Subsidiary; provided, that (i) Indebtedness of any Subsidiary that is not a Loan Party owing to the Loan Parties shall be subject to Section 6.04 and (ii) Indebtedness of a Loan Party to any Subsidiary that is not a Loan Party shall, be unsecured and shall be subordinated to the Obligations on the terms set forth in the Intercompany Note or other terms reasonably satisfactory to the Administrative Agent; (f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (bg) Indebtedness outstanding on arising from the date hereof and listed on Schedule 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 honoring by an amount equal to a reasonable premium bank 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; (c) Indebtedness financial institution of a Subsidiary owing to the Borrower check, draft or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that (x) such Indebtedness (other than credit or purchase cards) is extinguished within three (3) Business Days of notification to the Lead Borrower of its incurrence and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence; (i) Indebtedness of a Subsidiary acquired after the Closing Date or an entity merged into or consolidated or amalgamated with the Borrowers or any Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case exists at the time of such acquisition, merger, consolidation or amalgamation and is not created in contemplation of such event and where such acquisition, merger, consolidation or amalgamation is permitted by this Agreement; provided, that (A) in each case, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the aggregate amount of Indebtedness assumed or acquired pursuant to this paragraph (i) shall not exceed the greater of $52.5 million and 22% of EBITDA for the most recently ended Test Period at any time outstanding and (ii) without duplication, any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness. (i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Borrowers or any Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interests of any Person owning such property) permitted under this Agreement in order to finance such acquisition, lease or improvement, in an aggregate amount not to exceed the greater of $45 million and 20% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (j) other Indebtedness of the Borrowers or any Subsidiary, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of $15 million and 7% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (k) Indebtedness constituting Permitted Term Priority Indebtedness so long as (i) no Event of Default is continuing at the time of incurrence or would result from the incurrence of such Permitted Term Priority Indebtedness and (ii) the amount of Permitted Term Priority Indebtedness does not exceed $175 million at any time outstanding; (l) Guarantees (i) by the Loan Parties of the Indebtedness of the Borrowers described in paragraphs (a) and (b) of this Section 6.01, (ii) by the Borrowers or any other Loan Party of any Indebtedness or other obligations of the Borrowers or any other Loan Party permitted to be incurred under this Agreement, (iii) by the Borrowers or any other Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iv) by any Subsidiary that is not a Loan Party of Indebtedness of another Subsidiary that is not a Loan Party and (v) by the Borrowers of Indebtedness of Foreign Subsidiaries incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as such Indebtedness is permitted to be incurred under Section 6.01(r) to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)); (m) Indebtedness arising from agreements of the Lead Borrower or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Permitted Business Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by financing 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 partyacquisition; (fn) Indebtedness in respect of capital leasesletters of credit, Synthetic bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business in an aggregate amount not to exceed the greater of $7.5 million and 4% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (o) Indebtedness arising in connection with the sale of any tax refund, tax claim or similar amount or receivable (a “Permitted Tax Receivable Financing”) in an aggregate amount not to exceed the greater of $7.5 million and 4% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (p) 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; (q) Indebtedness incurred under any letter of credit facility in an aggregate amount not to exceed the greater of $7.5 million and 4% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (r) Indebtedness of non-Loan Party Foreign Subsidiaries (other than Indebtedness owed to the Lead Borrower or another Subsidiary) in an aggregate amount not to exceed the greater of $45 million and 20.0% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (s) Indebtedness incurred in connection with any equipment financing, including by way of a Permitted Sale and Lease Obligations Bank Transaction, in an aggregate amount not to exceed the greater of $7.5 million and 4% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (t) Indebtedness representing deferred compensation to employees of the Borrowers or any Subsidiary incurred in the ordinary course of business (including amounts owing in connection with the MIP); (u) unsecured Indebtedness in respect of obligations of the Borrowers or any Subsidiary 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 (which require that all such payments be made within 90 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money or any Swap Agreements; (v) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures, in an aggregate amount not to exceed the greater of $15 million or 7% of EBITDA for the most recently ended Test Period at any time outstanding and, without duplication, Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (w) Indebtedness issued by the Borrowers or any Subsidiary to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any Parent Entity, if and to the extent such purchase or redemption is permitted by Section 6.06(c); (x) Indebtedness consisting of obligations for fixed of the Lead Borrower or capital assets within any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Business Acquisitions or any other Investment permitted hereunder; (y) Indebtedness incurred by the limitations set forth in Section 7.01(d)Lead Borrower pursuant to the Holdings Intercompany Note; and (gz) Other secured all premium (if any, including tender premiums), defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or unsecured Indebtedness not otherwise permitted by the foregoing clauses contingent interest on obligations described in paragraphs (a) through (y) above. For purposes of determining compliance with this Section 7.036.01, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Indebtedness, when aggregated with all other refinancing Indebtedness outstanding as permitted under clause (f) above, does not exceed 20% the outstanding or committed principal amount, as applicable, of Consolidated Tangible Net Worthsuch Indebtedness being refinanced plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing.