Common use of Limitation on Incurrence of Indebtedness Clause in Contracts

Limitation on Incurrence of Indebtedness. (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Company may incur Indebtedness (including Acquired Debt) and any Indebtedness, other than Intercompany Indebtedness, of the Company’s Restricted Subsidiaries may incur Indebtedness if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereofin each case, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Fixed Charge Coverage Ratio for the four consecutive fiscal quarters Company’s most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall would have been less than 1.5:1at least 2.00 to 1, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and therefrom but without giving pro forma effect to any other Indebtedness incurred by on such date of determination pursuant to the Issuer and its Subsidiaries since following paragraph), as if the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other additional Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qincurred, as the case may be, most recently filed with at the Commission beginning of such four-quarter period. (or, if such filing is b) The provisions of Section 4.09(a) hereof shall not permitted under the Exchange Act, with the Trustee) prior apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness and letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) under one or more Credit Facilities in an aggregate amount incurred under this Section 4.09(b)(i) not to exceed the greater of (x) $1,100.0 million or (y) 30% of Consolidated Total Assets; (ii) Indebtedness outstanding on the Issue Date; (iii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date; (iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any of the purchase price or cost of construction, installation, design, repair or improvement of real or personal property, plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) and in an aggregate principal amount not to exceed the greater of (x) $175.0 million or (y) 5.0% of Consolidated Total Assets at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, redeem, renew, refund, refinance, defease, discharge, replace or retire for value Indebtedness permitted to be incurred by this Indenture (other than Indebtedness permitted under clause (b)(i) above); (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk or commodity price risk or currency exchange rate risk, and in any such case, not for speculative purposes; (viii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to the Notes or the Note Guarantees, then the Guarantee shall be subordinated to the same extent as the Indebtedness guaranteed; (ix) Indebtedness consisting of Permitted Investments of the kind described in clauses (f) and (k) of the definition of “Permitted Investments”; (x) Indebtedness (a) consisting of indemnification obligations of the Company or any Restricted Subsidiary or (b) 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; (xi) the incurrence by the Company or any Restricted Subsidiary of additional IndebtednessIndebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all outstanding Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xi), not to exceed $175.0 million; (xii) the incurrence by any of the Company’s Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding not to exceed, in the aggregate for all such Foreign Subsidiaries, the greater of (x) $90.0 million and (y) 2.5% of Consolidated Total Assets; (xiii) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any of its Restricted Subsidiaries, other than a Securitization Subsidiary (except for Standard Securitization Undertakings); (xiv) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary; (xv) Indebtedness in respect of worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by the Company or a Restricted Subsidiary in the ordinary course of business; (xvi) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes or discharge the Notes and this Indenture, in accordance with Article 8 or Article 11 of this Indenture; (xvii) Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business; and (2xviii) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or consolidated or merged with or into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness and such acquisition, consolidation or merger (A) the purchase price Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) or (B) the Fixed Charge Coverage Ratio would be greater than such Fixed Charge Coverage Ratio immediately prior to such acquisition. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xviii) above or is entitled to be incurred pursuant to Section 4.09(a), the Company, in its sole discretion, will be permitted to divide and classify such item of Indebtedness, (or any portion thereof) on the date of incurrence, and at any time and from time to time may later reclassify all or any portion of any assets included item of Indebtedness as having been incurred pursuant to the first paragraph of this Section 4.09 or under any category of Permitted Debt described in clause (i) through (xviii) above so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the definition form of Total Assets acquiredadditional Indebtedness with the same terms, and the payment of dividends on Disqualified Interests in the form of additional shares of the same class of Disqualified Interests for purposes of this Section 4.09 shall not be deemed an incurrence of Indebtedness or an issuance of Disqualified Interests for purposes of this Section 4.09; provided, in each such case, that the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items is included in Fixed Charges of the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessCompany as accrued. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% Any increase in the United States dollar equivalent of outstanding Indebtedness of the aggregate outstanding Company or any of its Restricted Subsidiaries denominated in a currency other than United States dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an incurrence of Indebtedness for purposes of this covenant. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Unsecured relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the Issuer case of revolving credit debt; provided that if such Indebtedness is Permitted Refinancing Indebtedness incurred to refinance other Indebtedness denominated in a non-U.S. currency, and its Subsidiaries such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on a consolidated basisthe date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness (other than the Securities and any other Indebtedness outstanding as of the effective date of this Indenture) unless, after giving effect thereto, the Consolidated Coverage Ratio determined at the time of such Incurrence is greater than or equal to 2.50, the Senior Debt Ratio is less than or equal to 2.50, and the Total Debt Ratio is less than or equal to 4.50. (b) Notwithstanding the foregoing, this Section 4.05 shall not limit the ability of the Company or any Restricted Subsidiary to Incur the following Indebtedness: (i) Refinancing Indebtedness; (ii) In addition to any Indebtedness otherwise permitted to be Incurred pursuant to this Section 4.05, up to Five Million Dollars ($5,000,000) aggregate principal amount of Indebtedness of the Company and Restricted Subsidiaries at any one time outstanding; (iii) Indebtedness of the Company that is owed to and held by one or more Wholly Owned Subsidiaries and Indebtedness of a Wholly Owned Subsidiary which is owed to and held by the Company and one or more Wholly Owned Subsidiaries; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Indebtedness (other than to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the Company or by a Wholly-Owned Subsidiary, as the case may be; (iv) Indebtedness Incurred, in the form of revolving loans, letters of credit and acceptances, term loans, or any one or more of the foregoing, for the purpose of financing the working capital needs and capital expenditures of the Company and its Subsidiaries toor for any other purpose not prohibited by this Indenture; provided, incur any Indebtednesshowever, other than Intercompany Indebtedness, if, immediately that after giving effect to the incurrence Incurrence of such additional Indebtedness and the application any substantially simultaneous use of the proceeds thereof, thereof the aggregate principal amount of all such Indebtedness Incurred pursuant to this clause (iv) and then outstanding Indebtedness immediately after such Incurrence and such use of proceeds shall not exceed the sum of (x) Thirty-five Million Dollars ($35,000,000), (y) sixty-five percent (65%) of the Issuer net book value of the inventory, as defined in accordance with generally accepted accounting principles, and (z) ninety percent (90%) of the net book value of the receivables as defined in accordance with generally accepted accounting principles, of the Company and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP is greater at such time; (v) Indebtedness of a Subsidiary issued and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than 60% Indebtedness issued as consideration in, or to provide all or any portion of the sum funds or credit support utilized to consummate, the transaction or series of (without duplication): (1related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that the Company would have been able to Incur such Indebtedness at the time pursuant to Section 4.05(a) and provided that the Total Assets holders of such Indebtedness do not, at any time, have direct or indirect recourse to any property or assets of the Issuer Company and its Subsidiaries as other than the property and assets of such acquired entity and its Subsidiaries, including the Capital Stock thereof except to the extent such recourse exists pursuant to a Guarantee which constitutes Indebtedness permitted to be Incurred under Section 4.05(a); (vi) Other indebtedness outstanding upon completion of or Incurred in connection with the Recapitalization; (vii) Indebtedness of the end of Company or any Wholly Owned Subsidiary assumed by the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qa Wholly Owned Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence sale, transfer or other disposition (including, without limitation, by way of such additional Indebtedness.merger or consolidation) of assets of the Company or any Wholly Owned Subsidiary to the Company or a Wholly Owned Subsidiary; or (bviii) The Issuer shall not, and shall not permit any guarantees by the Company or a Restricted Subsidiary of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is a Restricted Subsidiary otherwise permitted to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness Incurred under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationthis Section. (c) The Issuer shall notNotwithstanding Sections 4.05(a) and 4.05(b), and the Company shall not permit any of its Subsidiaries to, incur issue any Indebtedness secured if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations (other than as contemplated by any Encumbrance upon any Section 4.05(b)(vi), provided, however, that in no event shall the Company be permitted to repay, prepay, redeem, defease, retire, refund or refinance Junior Notes by reason of the property of the Issuer this parenthetical phrase) unless such repayment, prepayment, redemption, defeasance, retirement or any of its Subsidiaries, whether owned at the date of the Indenture refunding is not prohibited by Section 4.04 or thereafter acquired, if, immediately after giving effect 4.06 or unless such Indebtedness shall be subordinated to the incurrence of Securities to at least the same extent as such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessSubordinated Obligations. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to, contingently or otherwise (collectively, "incur"), any Indebtedness (including, without limitation, Acquired Debt) or (ii) issue any Disqualified Capital Stock; provided, that the Company and the Subsidiary Guarantors may incur any Indebtedness, Indebtedness (other than Intercompany IndebtednessDisqualified Capital Stock) (including, ifwithout limitation, immediately Acquired Debt) and the Company may issue shares of Disqualified Capital Stock if (x) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated pro forma basis determined in accordance with GAAP is greater than 60% of the sum of to such incurrence or issuance, and (without duplication): (1y) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge Interest Coverage Ratio for the four consecutive fiscal quarters Company's most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall or such Disqualified Capital Stock is issued would have been not less than 1.5:12.0 to 1.0, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom), and calculated on as if the assumption that: (1) such additional Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or saleincurred, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness the Disqualified Capital Stock had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qbeen issued, as the case may be, most recently filed with at the Commission beginning of such four-quarter period. Notwithstanding the foregoing, the foregoing limitations will not prohibit the incurrence of: (or, if such filing is not permitted a) Indebtedness under the Exchange ActCredit Facility in an aggregate principal amount not to exceed at any time outstanding, with $15,000,000 less the Trusteeaggregate amount of repayments of such indebtedness contemplated by clause (iii) prior of Section 4.10 hereof; (b) performance bonds, appeal bonds, surety bonds, insurance obligations or bonds and other similar bonds or obligations (including Obligations under letters of credit) incurred in the ordinary course of business, and any guarantees thereof; (c) Hedging Obligations incurred to fix the interest rate on any variable rate Indebtedness otherwise permitted by this Indenture; provided, that the notional principal amount of each such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates and that such Hedging Obligations shall not have been incurred for purposes of speculation; (d) Indebtedness outstanding on the Issue Date (other than Indebtedness under the Credit Facility which shall not be deemed to be outstanding pursuant to this clause (d)), including the Notes and the Security Documents, to the incurrence extent they constitute Indebtedness outstanding on the Issue Date; (e) Indebtedness incurred by the Company in an aggregate principal amount not to exceed, at any time outstanding pursuant to this clause (e), $3,000,000 less the aggregate amount of repayments of such additional Indebtednessindebtedness contemplated by clause (iii) of Section 4.10 hereof; (f) any Subsidiary Guarantee of the Notes or the Indebtedness permitted by clause (e) above; and (2g) Indebtedness issued in exchange for, or the purchase price proceeds of any assets included which are contemporaneously used to extend, refinance, renew, replace, or refund (collectively, "Refinance"), Indebtedness incurred pursuant to the Interest Coverage Ratio test set forth in the definition of Total Assets acquiredimmediately preceding paragraph, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. clause (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of above or this clause (g) (the aggregate outstanding "Refinancing Indebtedness"); provided, that (i) the principal amount of such Refinancing Indebtedness does not exceed the Unsecured principal amount of Indebtedness so Refinanced (including any required premiums and out-of-pocket expenses reasonably incurred in connection therewith), (ii) the Refinancing Indebtedness has a final scheduled maturity that equals or exceeds the final stated maturity, and a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity, of the Indebtedness being Refinanced, (iii) the Refinancing Indebtedness ranks, in right of payment, no more favorable to the Notes than the Indebtedness being Refinanced, and (iv) such Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basissuch Person issuing such Refinancing Indebtedness.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries toto incur, incur directly or indirectly, any Indebtedness, other than Intercompany Indebtednessexcept: (a) Indebtedness of the Company or any Subsidiary Guarantor, if, if immediately after giving effect to the incurrence of such additional Indebtedness and the receipt and application of the net proceeds thereof, the aggregate principal amount Consolidated Cash Flow Ratio of all the Company for the four full fiscal quarters for which quarterly or annual financial statements are available next preceding the incurrence of such Indebtedness would be greater than 2.0 to 1.0; (b) Indebtedness outstanding on the Issue Date; (c) Indebtedness of the Issuer Company or any Restricted Subsidiary of the Company under Credit Facilities in an aggregate amount at any one time outstanding pursuant to this clause (c) not to exceed the greater of (a) $200.0 million or (b) the sum of (i) 85.0% of the total book value of accounts receivable and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than (ii) 60% of the sum total book value of inventory, in each case as reflected on the Company’s and it Restricted Subsidiaries’ most recent consolidated financial statements prepared in accordance with GAAP; provided that amount in clause (without duplication):b) of this clause (c) shall not exceed $1,000.0 million; (1d) Indebtedness owed by the Company to any Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Restricted Subsidiary of the Company; provided, that, upon either (i) the Total Assets transfer or other disposition by such Restricted Subsidiary or the Company of any Indebtedness so permitted under this paragraph (d) to a Person other than the Company or another Restricted Subsidiary of the Issuer and its Subsidiaries as Company or (ii) the issuance (other than directors’ qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another such Restricted Subsidiary of the end Company The provisions of this paragraph (d) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been incurred at the calendar quarter covered in the Issuer’s Annual Report on Form 10-K time of any such issuance, sale, transfer or Quarterly Report on Form 10-Qother disposition, as the case may be; (e) Indebtedness of the Company or any of its Restricted Subsidiaries under any Interest Rate Protection Agreement, most recently filed with Commodity Agreement or Currency Agreement in each case incurred in the Commission ordinary course of business; (orf) Acquired Indebtedness, if such filing is not either (i) the Company would be permitted under the Exchange Act, with the Trusteeto incur at least $1.00 of additional Indebtedness pursuant to clause (a) prior above after giving pro forma effect to the relevant acquisition and incurrence of such additional Acquired Indebtedness or (ii) (a) the Company’s Consolidated Cash Flow Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to the relevant acquisition and incurrence of such Acquired Indebtedness as of the beginning of such four quarter period would be greater than (b) the Company’s Consolidated Cash Flow Ratio for such four quarter period as of immediately prior to such acquisition and incurrence of such Acquired Indebtedness; and; (2g) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (h) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary of the Company; (i) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (j) Indebtedness consisting of notes issued to employees, officers or directors in connection with the redemption or repurchase of Capital Stock held by such Persons in an aggregate amount not in excess of $10.0 million at any time outstanding; (k) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into by the Company or its Restricted Subsidiaries in the ordinary course of business; (l) the purchase price guarantees by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any assets included in Restricted Subsidiary permitted to be incurred under another provision of this covenant; (m) Indebtedness incurred to renew, extend, refinance or refund (collectively for purposes of this paragraph (m) to “refund”) any Indebtedness incurred pursuant to paragraphs (a), (b) or (f) above, this paragraph (m) or paragraphs (n) or (o) below (including any successive refundings); provided, that: (i) such Indebtedness does not exceed the definition principal amount (or accreted amount, if less) of Total Assets acquired, and Indebtedness so refunded plus the amount of any securities offering proceeds received (premium required to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained be paid in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service refunding pursuant to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application terms of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment refunded or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon premium reasonably determined by the average daily balance Company as necessary to accomplish such refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of the Company or such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness Restricted Subsidiary incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and therewith and (4ii) (A) in the case of any acquisition refunding of Indebtedness that is pari passu with the Securities, such refunding Indebtedness is made pari passu with or disposition by subordinate in right of payment to such Securities, and, in the Issuer or any of its Subsidiaries case of any asset or group refunding of assets since Indebtedness that is subordinate in right of payment to the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or saleSecurities, such acquisition or disposition or any related repayment refunding Indebtedness is subordinate in right of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect payment to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect Securities on terms no less favorable to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater Holders than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered those contained in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.being refunded,

Limitation on Incurrence of Indebtedness. (a) The Issuer shall will not, and shall will not permit any of its Subsidiaries Restricted Subsidiary to, incur directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of such additional Indebtedness ) and the application Issuer will not permit any Restricted Subsidiary to issue any shares of the proceeds thereofpreferred stock; provided, the aggregate principal amount of all outstanding Indebtedness of however, that the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% the Co-Issuer may incur Indebtedness (including Acquired Indebtedness), any Restricted Subsidiary may incur Indebtedness and issue shares of the sum of preferred stock (without duplication): (1including Acquired Indebtedness) the Total Assets of the Issuer and its Subsidiaries if as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if date any such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1or preferred stock is issued, on a pro forma basis after giving effect thereto and to the incurrence and application of the proceeds therefromof such Indebtedness, the Issuer’s Total Net Leverage Ratio for the Test Period immediately preceding such date shall be less than or equal to 4.50 to 1.00; provided, further, that the aggregate principal amount (or liquidation preference) of Indebtedness incurred or preferred stock issued pursuant to the foregoing together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (n) below and calculated on amounts under clauses (i) and (o) of this Section 1011 (together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (n) below) by Restricted Subsidiaries that are not Guarantors shall not exceed the assumption that:greater of US$300,000,000 and 6.5% of Total Assets at any time outstanding. The foregoing limitations will not apply to (“Permitted Debt”): (a) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), (x) up to the greater of (1) such Indebtedness an aggregate principal amount of US$2,650,000,000 and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3i) in the case of Acquired First Lien Indebtedness, an aggregate principal amount of First Lien Indebtedness or Indebtedness incurred in connection with outstanding at any acquisition since one time that does not cause the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect First Lien Net Leverage Ratio to such acquisition being included in such pro forma calculation; and exceed 3.50 to 1.00 and (4ii) in the case of any acquisition other Indebtedness, an aggregate principal amount of Indebtedness outstanding at any one time that does not cause the Senior Secured Net Leverage Ratio to exceed 4.25 to 1.00 (with all Indebtedness incurred under this clause (a) being deemed Secured Indebtedness for purposes of making the determination under this clause (a)(ii)), in each case of this clause (2), determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) and (y) without duplication, Indebtedness incurred to refund, refinance or disposition replace any Indebtedness incurred pursuant to clause (a)(x) plus accrued but unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing; provided that any Indebtedness incurred under this clause (a) that is secured by the Collateral shall not be secured by a Lien on any assets other than the Collateral or any other assets that secure the Notes; (b) the incurrence by the Co-Issuers and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes); (c) Existing Indebtedness (other than Indebtedness described in clauses (a) and (b)); (d) Indebtedness (including Finance Lease Obligations and Indebtedness related to Sale and Lease-Back Transactions) and preferred stock incurred by the Issuer or any of its Subsidiaries Restricted Subsidiaries, to finance the purchase, lease, construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement and migration) of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any asset Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness and preferred stock then outstanding and incurred pursuant to this clause (d) and including all Refinancing Indebtedness incurred to refund, refinance or group replace any other Indebtedness and preferred stock incurred pursuant to this clause (d), does not exceed the greater of assets since (x) US$150,000,000 and (y) 3.25% of Total Assets at the first day time of incurrence; (e) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such four-quarter period, whether by merger, stock purchase letters of credit or sale, or asset purchase or salethe incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (f) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring or disposing of all or any related repayment of Indebtedness had occurred as of the first day portion of such period with business, assets or a Subsidiary for the appropriate adjustments with respect to purpose of financing such acquisition or disposition being included in such pro forma calculation.acquisition; provided, however, that (c1) The Issuer shall not, and shall such Indebtedness is not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of to be reflected on the property balance sheet of the Issuer or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of this clause (without duplication): (1f)(1)) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the Fair Market Value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (g) Indebtedness (including Indebtedness related to Sale and Lease-Back Transactions) or preferred stock of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any assets included Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the definition Issuer or another Restricted Subsidiary) shall be deemed in each case to be an incurrence of such Indebtedness; (h) Indebtedness (including Indebtedness related to Sale and Lease-Back Transactions) or preferred stock of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that (1) any such Indebtedness is made pursuant to an intercompany note and (2) if a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed in each case to be an incurrence of such Indebtedness; (i) Indebtedness or preferred stock of Restricted Subsidiaries that are not Guarantors, provided, however, that the aggregate principal amount of Indebtedness or liquidation preference of preferred stock incurred under this clause (i), when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (i) and any refinancings in respect of any of the foregoing (including any Refinancing Indebtedness incurred pursuant to clause (n) below), does not exceed the greater of US$120,000,000 and 2.75% of Total Assets acquiredat the time of incurrence; provided, further, that the aggregate principal amount (or liquidation preference) of Indebtedness incurred or preferred stock issued pursuant to this clause (i) together with such amounts incurred or issued by Restricted Subsidiaries that are not Guarantors pursuant to clause (o) below, the first paragraph of this covenant and any Refinancing Indebtedness in respect of the amount foregoing incurred pursuant to clause (n) below) shall not exceed the greater of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition US$300,000,000 and 6.5% of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any one time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.outstanding;

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Company may incur Indebtedness (including Acquired Debt) and any Indebtedness, other than Intercompany Indebtedness, of the Company’s Restricted Subsidiaries may incur Indebtedness if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereofin each case, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Fixed Charge Coverage Ratio for the four consecutive fiscal quarters Company’s most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall would have been less than 1.5:1at least 2.00 to 1, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and therefrom but without giving pro forma effect to any other Indebtedness incurred by on such date of determination pursuant to the Issuer and its Subsidiaries since following paragraph), as if the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other additional Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qincurred, as the case may be, most recently filed with at the Commission beginning of such four-quarter period. (or, if such filing is b) The provisions of Section 4.09(a) hereof shall not permitted under the Exchange Act, with the Trustee) prior apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness and letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) under one or more Credit Facilities in an aggregate amount incurred under this Section 4.09(b)(i) not to exceed the greater of (x) $750.0 million or (y) 25% of Consolidated Total Assets; (ii) Indebtedness outstanding on the Issue Date; (iii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date; (iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any of the purchase price or cost of construction, installation, design, repair or improvement of real or personal property, plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) and in an aggregate principal amount not to exceed the greater of (x) $50.0 million or (y) 5.0% of Consolidated Total Assets at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, redeem, renew, refund, refinance, defease, discharge, replace or retire for value Indebtedness permitted to be incurred by this Indenture (other than Indebtedness permitted under clause (b)(i) above); (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk or commodity price risk or currency exchange rate risk, and in any such case, not for speculative purposes; (viii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to the Notes or the Note Guarantees, then the Guarantee shall be subordinated to the same extent as the Indebtedness guaranteed; (ix) Indebtedness consisting of Permitted Investments of the kind described in clauses (f) and (k) of the definition of “Permitted Investments”; (x) Indebtedness (a) consisting of indemnification obligations of the Company or any Restricted Subsidiary or (b) 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; (xi) the incurrence by the Company or any Restricted Subsidiary of additional IndebtednessIndebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all outstanding Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xi), not to exceed $100.0 million; (xii) the incurrence by any of the Company’s Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding not to exceed, in the aggregate for all such Foreign Subsidiaries, the greater of (x) $25.0 million and (y) 2.5% of Consolidated Total Assets; (xiii) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any of its Restricted Subsidiaries, other than a Securitization Subsidiary (except for Standard Securitization Undertakings); (xiv) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary; (xv) Indebtedness in respect of worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by the Company or a Restricted Subsidiary in the ordinary course of business; (xvi) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes or discharge the Notes and this Indenture, in accordance with Article 8 or Article 11 of this Indenture; (xvii) Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business; and (2xviii) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or consolidated or merged with or into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness and such acquisition, consolidation or merger (A) the purchase price Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) or (B) the Fixed Charge Coverage Ratio would be greater than such Fixed Charge Coverage Ratio immediately prior to such acquisition. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xviii) above or is entitled to be incurred pursuant to Section 4.09(a), the Company, in its sole discretion, will be permitted to divide and classify such item of Indebtedness, (or any portion thereof) on the date of incurrence, and at any time and from time to time may later reclassify all or any portion of any assets included item of Indebtedness as having been incurred pursuant to the first paragraph of this Section 4.09 or under any category of Permitted Debt described in clause (i) through (xviii) above so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the definition form of Total Assets acquiredadditional Indebtedness with the same terms, and the payment of dividends on Disqualified Interests in the form of additional shares of the same class of Disqualified Interests for purposes of this Section 4.09 shall not be deemed an incurrence of Indebtedness or an issuance of Disqualified Interests for purposes of this Section 4.09; provided, in each such case, that the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items is included in Fixed Charges of the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessCompany as accrued. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% Any increase in the United States dollar equivalent of outstanding Indebtedness of the aggregate outstanding Company or any of its Restricted Subsidiaries denominated in a currency other than United States dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an incurrence of Indebtedness for purposes of this covenant. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Unsecured relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the Issuer case of revolving credit debt; provided that if such Indebtedness is Permitted Refinancing Indebtedness incurred to refinance other Indebtedness denominated in a non-U.S. currency, and its Subsidiaries such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on a consolidated basisthe date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall notCompany will not directly or indirectly, and shall not permit any create, incur, issue, assume, enter into a guarantee of its Subsidiaries toor otherwise become directly or indirectly liable, incur any Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K contingently or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Actotherwise, with the Trusteerespect to (collectively, “incur”) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall notNotwithstanding anything to the contrary therein, and Section 4.12(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (i) (A) the incurrence of Indebtedness by the Company, other than pursuant to the IDB Credit Facility, up to an aggregate principal amount of all Indebtedness incurred under this Section 4.12(b)(i)(A) not to exceed $200,000,000 at any time outstanding (which, for the avoidance of doubt, shall not permit any of its Subsidiaries to, incur any include Indebtedness if represented by the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is Notes to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated issued on the assumption that: (1) such Indebtedness and Issue Date, any other Indebtedness outstanding on the Issue Date or any Indebtedness incurred under any other sub-section of Section 4.12(b)), provided that such Indebtedness ranks pari passu with the Notes and has a maturity date that is at least 365 days after the Maturity Date; and (B) the incurrence of Indebtedness pursuant to the IDB Credit Facility (including any Indebtedness that is incurred to refinance Indebtedness under the IDB Credit Facility provided that the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced and has a final maturity date the same as or later than the Indebtedness being refinanced). (ii) the incurrence by the Issuer and its Subsidiaries since the first day Company of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness represented by the Issuer Notes to be issued on the Issue Date and its Subsidiaries since (B) any Indebtedness outstanding on the first day of such four-quarter period had been repaid or retired at the beginning of such period Issue Date (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such periodother than clause (i) hereof); (3iii) Indebtedness of the Company to a Subsidiary, provided that any such Indebtedness owing to a Subsidiary is expressly subordinated in right of payment to the Notes; (iv) contingent liabilities under surety bonds or similar instruments incurred in the case ordinary course of Acquired business; (v) Hedging Obligations that are not incurred for speculative purposes but for the purpose of (x) fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (y) fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (z) fixing or hedging commodity price risk, including the price or cost of raw materials, emission rights, manufactured products or related commodities, with respect to any commodity purchases or sales; (vi) the guarantee by the Company of Indebtedness of a Person where such Indebtedness is incurred or issued to finance the costs of opening, acquiring, converting, improving or renovating of a property or properties that will be owned or leased by the Company or its Subsidiaries in the ordinary course of their business; (vii) the incurrence by the Company of Indebtedness (other than for borrowed money) arising from agreements of the Company providing indemnification, deferred purchase price, non-cash earn-outs, cash earn-outs, purchase price adjustments and other similar obligations, in each case, incurred or assumed in connection with any acquisition since the first day of such four-quarter periodinvestment, the related acquisition had occurred as or sale or other disposition of any business, assets or Capital Stock of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer Company or any of its Subsidiaries, whether owned at other than, in the date case of any such disposition by the Indenture Company or thereafter acquiredany of its Subsidiaries, ifguarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, immediately after giving effect to assets or Capital Stock; (viii) the incurrence of contingent liabilities arising out of endorsements of checks, drafts and other similar instruments for deposit or collection in the ordinary course of business; (ix) the incurrence of Indebtedness in the ordinary course of business under any agreement between the Company and any commercial bank or other financial institution relating to a Treasury Management Arrangement; (x) Indebtedness owed to any Person providing property, casualty, liability or other insurance to the Company, so long as the amount of such additional Indebtedness secured by an Encumbrance and the application is not in excess of the proceeds thereofamount of the unpaid cost of, and shall be incurred only to defer the cost of, the aggregate principal amount premiums with respect to such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve (12) months; (xi) Indebtedness incurred by the Company constituting reimbursement obligations with respect to letters of all outstanding credit and bank guarantees issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within ninety (90) days following the due date thereof; (xii) Indebtedness representing deferred compensation or similar obligation to employees of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer Company or any of its Subsidiaries is greater than 40% or incurred in the ordinary course of business; (xiii) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (xiv) Indebtedness of the sum of (without duplication):Company, to the extent the net proceeds thereof are promptly used to purchase the Notes in connection with a Fundamental Change; (1xv) the Total Assets Subordinated Indebtedness; (xvi) (A) Indebtedness of the Issuer and its Subsidiaries as Company incurred or issued to finance an acquisition or (B) Indebtedness of Persons that are acquired by the Company or any Subsidiary or merged into, or consolidated, amalgamated or combined with, the Company or a Subsidiary in accordance with the terms of this Indenture; (A) Indebtedness issued by the Company to any future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Immediate Family Members) of the end Company or any of its Subsidiaries, in each case to finance the purchase or redemption of Capital Stock of the calendar quarter covered Company that is not prohibited by this Indenture and (B) Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred in the Issuer’s Annual Report on Form 10-K ordinary course of business, consistent with past practice or Quarterly Report on Form 10-Q, as the case may be, most recently filed in connection with the Commission Transactions, any investment or any acquisition (orby merger, if such filing is not permitted under the Exchange Actconsolidation, with the Trustee) prior to the incurrence of such additional Indebtednessamalgamation or otherwise); and (2xviii) the purchase price incurrence by the Company of any assets included Indebtedness in connection with one or more stand-by letters of credit, guarantees, performance bonds or other reimbursement obligations, in each case, issued in the definition ordinary course of Total Assets acquired, business and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence borrowing of money or the obtaining of an advance or credit (other than advances or credit for goods and services in the ordinary course of business, and other than the extension of credit represented by such letter of credit, guarantee or performance bond itself). (c) For purposes of determining compliance with this Section 4.12, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in Section 4.12(b) above, the Company will be permitted to classify all or a portion of such additional Indebtednessitem of Indebtedness on the date of its incurrence in any manner that complies with this covenant. (d) The Issuer and its Subsidiaries may not at amount of any time own Total Unencumbered Assets equal to less than 150% Indebtedness outstanding as of any date will be: (i) the accreted value of the aggregate outstanding Indebtedness, in the case of any Indebtedness issued with original issue discount; and (ii) the principal amount of the Unsecured Indebtedness, in the case of any other Indebtedness. (e) Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness or the reclassification of commitments or obligations not treated as Indebtedness due to a change in IFRS, will not be deemed to be an incurrence of Indebtedness for purposes of this Indenture. (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Issuer and its Subsidiaries incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness. Notwithstanding any other provision of this Section 4.12, the maximum amount of Indebtedness that the Company may incur pursuant to this Section 4.12 shall not be deemed to be exceeded solely as a consolidated basisresult of fluctuations in the exchange rate of currencies.

Limitation on Incurrence of Indebtedness. (a) The Issuer On and after the Issue Date, the Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, issue, assume or directly or indirectly guarantee or in any other manner become directly or indirectly liable for ("incur") any Indebtedness (including Acquired Debt), except that the Company may incur any Indebtedness, other than Intercompany Indebtedness, Indebtedness (including Acquired Debt) if, at the time of, and immediately after giving pro forma effect to the to, such incurrence of such additional Indebtedness and Indebtedness, (i) the application Consolidated Cash Flow Coverage Ratio of the proceeds thereof, Company for the aggregate principal amount of all outstanding Indebtedness most recently ended four fiscal quarters would be at least 2.5 to 1.0 and (ii) the Adjusted Consolidated Leverage Ratio for the most recently ended four fiscal quarters of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is Company would be no greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior 3.5 to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness1.0. (b) The Issuer shall not, and shall foregoing limitations will not permit apply to the incurrence of any of its Subsidiaries tothe following (collectively, incur any Indebtedness if the ratio "Permitted Indebtedness"), each of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to shall be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatgiven independent effect: (1i) such Indebtedness of the Company and any other Indebtedness incurred by Restricted Subsidiary arising under the Issuer and its Subsidiaries since New Credit Facility in an aggregate principal amount not to exceed, at any time outstanding, the first day lesser of (A) $53.0 million or (B) the amount permitted to be borrowed under the New Credit Facility at such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2ii) Indebtedness of the repayment Company represented by the Additional PIK Notes and Indebtedness in the form of Note Guarantees issued by any Subsidiaries that the Company directly or retirement of any indirectly creates or acquires after the Issue Date; (iii) other Indebtedness by of the Issuer and its Subsidiaries since Company or any Restricted Subsidiary that is outstanding on the first day of such four-quarter period had been repaid or retired at the beginning of such period Issue Date in an aggregate principal amount not to exceed $6.0 million (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period"Existing Indebtedness"); (3iv) Indebtedness owed by any Restricted Subsidiary to the Company or to another Restricted Subsidiary, or owed by the Company to any Restricted Subsidiary that, if owed to a Restricted Subsidiary that is not a Guarantor, is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under the Indenture and the Notes; provided, however, that any such Indebtedness shall at all times be held by a Person which is either the Company or a Restricted Subsidiary; provided, further, however, that upon either (A) the transfer or other disposition of any such Indebtedness to a Person other than the Company or another Restricted Subsidiary or (B) the sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of any such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary, the incurrence of such Indebtedness shall be deemed to be an incurrence that is not permitted by this clause (iv); (v) Indebtedness of the Company or any Restricted Subsidiary arising with respect to Interest Rate Agreement Obligations and Currency Agreement Obligations incurred for the purpose of fixing or hedging interest rate risk or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or with respect to any receivable or liability the payment of which is determined by reference to a foreign currency; (vi) Indebtedness represented by performance, completion, guarantee, surety and similar bonds provided by the Company or any Restricted Subsidiary in the case ordinary course of Acquired Indebtedness or business consistent with past practice; (vii) Indebtedness incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement, in whole or in part, (a "Refinancing") of any acquisition since Indebtedness of the first day Company or a Restricted Subsidiary incurred as permitted under Section 4.10(a) or any Indebtedness described in clauses (i), (ii) or (iii) above and this clause (vii) ("Refinancing Indebtedness"); provided, however, that (A) the principal amount of such four-quarter periodRefinancing Indebtedness shall not exceed the principal amount (or accreted amount, the related acquisition had occurred as if less) of the first day of such period with Indebtedness so refinanced (plus the appropriate adjustments premiums and reasonable expenses to be paid in connection therewith, which, with respect to such acquisition premiums, shall not exceed the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being included refinanced); (B) the maturity of the Refinancing Indebtedness shall not be shorter than the maturity of the Indebtedness being refinanced (provided that such Refinancing Indebtedness does not permit the redemption or other retirement of such Refinancing Indebtedness prior to its stated maturity); (C) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced; and (D) the Refinancing Indebtedness shall be at least as subordinated in right of payment to the Notes as the Indebtedness being refinanced; (viii) Indebtedness of the Company or any Restricted Subsidiary (A) representing Capitalized Lease Obligations and any refinancings thereof and/or (B) in respect of Purchase Money Obligations for property acquired, constructed or improved in the ordinary course of business and any refinancings thereof, which taken together in the aggregate do not exceed $5.0 million at any time outstanding; (ix) commodity agreements entered into in the ordinary course of business to protect against fluctuations in the prices of raw materials and not for speculative purposes; (x) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business (but not issued to support Indebtedness for money borrowed), including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims or self-insurance; (xi) Guarantees by the Company of Indebtedness of a Restricted Subsidiary permitted to be incurred under this Indenture; (xii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other guarantees of Indebtedness incurred by any Person acquiring all or any portion of such pro forma calculationbusiness, assets or a Subsidiary for the purpose of financing such acquisition; provided that the maximum liability in respect of such Indebtedness shall not exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition; and (4xiii) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Junior PIK Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect Company in an aggregate amount not to such acquisition or disposition being included in such pro forma calculationexceed at any time $25.0 million. (c) The Issuer shall not, and shall not permit For purposes of determining any particular amount of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any under this Section 4.10: (i) in the event that an item of Indebtedness meets the criteria of more than one of the property categories of Permitted Indebtedness described in clauses (i) through (xii) of Section 4.10(b) or is entitled to be incurred pursuant to Section 4.10(a), the Issuer or any Company will, in its sole discretion, classify that item of its Subsidiaries, whether owned at Indebtedness on the date of the Indenture or thereafter acquiredincurrence in any manner that complies with this Section 4.10, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2ii) the purchase price guarantees, Liens or obligations with respect to letters of any assets credit supporting Indebtedness otherwise included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end determination of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessparticular amount shall not be included. (d) The Issuer Accrual of interest, accretion or amortization of original issue discount, the payment of interest on Indebtedness in the term of additional indebtedness with the same terms and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% the payment of dividends in Disqualified Stock in the form of additional shares of the aggregate same class of Disqualified Stock will not be deemed to be an incurrence of additional Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.10. (e) Indebtedness of any Person which is outstanding principal amount at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the Unsecured Indebtedness acquisition of any asset shall be deemed to have been incurred at the Issuer and its Subsidiaries on a consolidated basistime of such acquisition.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness; except that (x) the Company and any of its Subsidiaries may incur any Indebtedness, other than Intercompany Indebtedness, Indebtedness if, immediately at the time such Indebtedness is incurred and after giving effect to the incurrence thereof, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Consolidated Leverage Ratio of the Company is less than 4.0 to 1.0, (y) the Company and its Subsidiaries may incur Indebtedness under the Credit Facility that would not be permitted under clause (x) above at the time of such incurrence; provided, that, at the time of such incurrence and after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereofIndebtedness, the aggregate principal outstanding amount of all outstanding Indebtedness of the Issuer incurred pursuant to this clause (y) shall not exceed $50,000,000 and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1z) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer Company and its Subsidiaries may not incur Indebtedness evidenced by Interest Swap Obligations if such Interest Swap Obligations are incurred into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on their outstanding Indebtedness to the extent the notional principal amount of such Interest Swap Obligations does not, at any the time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding incurrence thereof, exceed the principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisto which such Interest Swap Obligations relate.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Subsidiaries to, incur issue, create, incur, assume or directly or indirectly guarantee or in any other manner become directly or indirectly liable for ("Incur") any Indebtedness (including Acquired Debt), except for Permitted Indebtedness, other than Intercompany Indebtedness, if, unless at the time of and immediately after giving pro forma effect to such incurrence, the Consolidated Fixed Charge Coverage Ratio of the Company and its Subsidiaries would be greater than (x) 1.5 to 1.0 if the Indebtedness is incurred prior to , 1997, (y) 2.25 to 1.0 if the Indebtedness is Incurred prior to , 1998 or (z) 2.5 to 1.0 if the Indebtedness is incurred on or after , 1998. (b) Section 4.07(a) will not apply to the Incurrence of any of the following (collectively, "Permitted Indebtedness"): (i) Indebtedness of the Company Incurred under the Credit Facility in an aggregate principal amount at any time outstanding not to exceed the sum of (1) 80% of the net amount of accounts receivable (as determined under GAAP) of the Company and the Subsidiaries plus (2) an amount equal to $1,300 multiplied by the number of Eligible Pay Telephones (as defined in the Credit Facility as in effect on the Issue Date), in each case as determined in good faith by the Company at the time of each incurrence of such additional Indebtedness and under the application of the proceeds thereof, Credit Facility; provided that in no event shall the aggregate principal amount of all Indebtedness outstanding at any one time under the Credit Facility permitted pursuant to this clause (i) exceed $25 million less the aggregate amount of any other principal payments thereunder constituting permanent reductions of such Indebtedness pursuant to and in accordance with the covenant described under Section 4.13; and provided, further, that in no event shall the aggregate principal amount of Indebtedness outstanding at any one time under the Credit Facility pursuant to this Section 4.07(b)(i) which was Incurred for working capital purposes exceed $15 million; (ii) Indebtedness of the Issuer Company under the Notes and its Subsidiaries the Indenture and of any Subsidiary Guarantor represented by a Subsidiary Guarantee and other Indebtedness of the Company and the Subsidiary Guarantors outstanding on the Issue Date; 42 -35- (iii) Indebtedness owed by any Subsidiary of the Company to the Company or to a consolidated basis determined Subsidiary Guarantor, or owed by the Company to any Subsidiary Guarantor; provided that any such Indebtedness shall be held by a Person which is either the Company or a Subsidiary Guarantor and provided, further, that (A) any such Indebtedness of a Subsidiary of the Company shall not be subordinated to any other Indebtedness of such Subsidiary and (B) any such Indebtedness owed to a Subsidiary Guarantor shall be unsecured and shall be subordinated to the payment when due of the Notes and, provided, further, that an incurrence of additional Indebtedness which is not permitted under this clause (iii) shall be deemed to have occurred upon either (a) the transfer or other disposition of any such Indebtedness to a Person other than the Company or a Subsidiary of the Company or (b) the sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of any such Subsidiary of the Company to a Person other than the Company or a Subsidiary Guarantor such that such Subsidiary ceases to be a Subsidiary Guarantor; (iv) Indebtedness of the Company or any Subsidiary Guarantor consisting of guarantees of any Indebtedness of the Company or any Subsidiary Guarantor which Indebtedness has been Incurred in accordance with GAAP the provisions of the Indenture; (v) Indebtedness arising with respect to Interest Rate Agreement Obligations Incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding; provided, however, that the notional principal amount of such Interest Rate Agreement Obligation does not exceed the principal amount of the Indebtedness to which such Interest Rate Agreement Obligation relates; and (vi) Indebtedness of the Company or a Subsidiary of the Company incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement of any Indebtedness permitted to be incurred or outstanding under the Consolidated Fixed Charge Coverage Ratio of the first paragraph of this covenant or pursuant to clause (ii) above ("Refinancing Indebtedness"); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so renewed, extended, substituted, refunded, defeased, refinanced or replaced (plus the premiums or other payments paid in connection therewith (which shall not exceed the stated amount of any premium or other payments required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced) and the expenses incurred in connection therewith); (b) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than 60% the Weighted Average Life to Maturity of the sum Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced; and (c) such Refinancing 43 -36- Indebtedness shall not rank senior to, and shall be at least as subordinated, in right of (without duplication): (1) payment to the Total Assets of Notes or the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QSubsidiary Guarantees, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may beIndebtedness being renewed, most recently filed with the Commission (orextended, if such filing is not permitted under the Exchange Actsubstituted, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquiredrefunded, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets defeased, refinanced or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessreplaced. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (1) create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to, contingently or otherwise (collectively, "incur"), any Indebtedness (including Acquired Debt) or (2) issue any Disqualified Stock; provided, that the Company may incur Indebtedness (including Acquired Debt or Indebtedness incurred under the Revolving Credit Facility) or issue shares of Disqualified Stock and any IndebtednessRestricted Subsidiary may incur Acquired Debt or Indebtedness incurred under the Revolving Credit Facility, other than Intercompany Indebtednessin each case if (x) no Default or Event of Default shall have occurred and be continuing at the time of, if, immediately or would occur after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated pro forma basis determined in accordance with GAAP is greater than 60% of the sum of to such incurrence or issuance, and (without duplication): (1y) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge Interest Coverage Ratio for the four consecutive fiscal quarters Company's most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall or such Disqualified Stock is issued would have been less than 1.5:1at least equal to the ratio set forth below opposite the period in which such incurrence or issuance occurs, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom), and calculated on as if the assumption that: additional Indebtedness (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness Debt or Indebtedness incurred in connection with any acquisition since under the first day of such four-quarter period, the related acquisition Revolving Credit Facility) had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or salebeen incurred, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness the Disqualified Stock had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qbeen issued, as the case may be, most recently filed with at the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence beginning of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.four-quarter period:

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not cause or permit any of its Subsidiaries Restricted Subsidiary to, incur directly or indirectly, Incur any Indebtedness; provided, other however, that the Company may Incur Indebtedness if, 43 -37- at the time of such Incurrence, the Debt to Annualized Operating Cash Flow Ratio would be less than Intercompany or equal to 6.0 to 1.0. (b) The foregoing limitations of paragraph (a) of this covenant will not apply to any of the following, each of which shall be given independent effect: (i) the Securities, and Permitted Refinancings thereof; (ii) Indebtedness of the Company or any Restricted Subsidiary to the extent outstanding on the date of the Indenture, and Permitted Refinancings thereof; (iii) Indebtedness of the Company or Qualified Subsidiary Indebtedness, ifin each case, immediately to the extent that the proceeds of or credit support provided by such Indebtedness is used to finance the cost (including the cost of design, development, construction, installation or integration) of network assets, equipment or inventory acquired by the Company or a Restricted Subsidiary after the Issue Date, and Permitted Refinancings thereof; (1) Indebtedness of the Company or Qualified Subsidiary Indebtedness, in each case, to the extent that the proceeds of or credit support provided by such Indebtedness is used to finance a Telecommunications Acquisition, or working capital for, or to finance the construction of, the business or network acquired and (2) Acquired Indebtedness, and, in each case, Permitted Refinancings thereof, but in each case only to the extent that (x) the aggregate amount of Indebtedness outstanding of the Company and the Restricted Subsidiaries after giving effect to the incurrence Incurrence of such additional Indebtedness and the application of the proceeds thereof, therefrom does not exceed the product of 2.0 and the Share Capital of the Company at the date of Incurrence of such Indebtedness or (y) the aggregate principal amount of such Indebtedness or Acquired Indebtedness, together with all outstanding Indebtedness of the Issuer and its Subsidiaries on Person, if any, that is to become a Restricted Subsidiary or be merged or consolidated basis determined with or into the Company or any Restricted Subsidiary in accordance with GAAP is greater than 60% the contemplated transaction outstanding at the time of such transaction (whether or not Incurred in connection with, or in contemplation of, such transaction), does not exceed the net sum of the sum plant, property and equipment set forth on the Latest Balance Sheet of (without duplication):such Person; (1) Indebtedness of any Restricted Subsidiary owed to and held by the Total Assets Company or any Restricted Subsidiary and (2) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by any Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the end Company's obligations under the Securities; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (v) shall be deemed to have occurred upon (x) any sale or other disposition of any Indebtedness of the calendar quarter covered Company or any Restricted Subsidiary referred to in this clause (v) to any Person other than the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qany Restricted Subsidiary or (y) any Restricted Subsidiary that holds Indebtedness of the Company or another Restricted Subsidiary ceasing to be a Restricted Subsidiary; (vii) Indebtedness of the Company or any Restricted Subsidiary under Currency Agreements to the extent relating to (x) Indebtedness of the Company or such Restricted Subsidiary, as the case may be, most recently filed with the Commission and/or (ory) obligations to purchase assets, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included properties or services incurred in the definition ordinary course of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application business of the proceeds therefrom, and calculated on the assumption that: (1) Company or such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QRestricted Subsidiary, as the case may be; provided, most recently filed however, that such Currency Agreements do not increase the Indebtedness or other obligations of the Company and the Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities or compensation payable thereunder; (viii) Indebtedness of the Company and/or any Restricted Subsidiary in respect of performance bonds of the Company or any Restricted Subsidiary or surety bonds provided by the Company or any Restricted Subsidiary incurred in the ordinary course of business and on ordinary business terms in connection with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence construction or operation of such additional Indebtednessa Telecommunications Business; and (2ix) in addition to the purchase price items referred to in clauses (i) through (viii) above, Indebtedness of the Company or Qualified Subsidiary Indebtedness in an aggregate amount not to exceed $15.0 million at any assets time outstanding. (c) For purposes of determining any particular amount of Indebtedness under this covenant, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end determination of such calendar quarterparticular amount shall not be included; provided, including those proceeds obtained however, that the foregoing shall not in connection with any way be deemed to limit the incurrence provisions of such additional IndebtednessSection 4.18. (d) The Issuer and its Subsidiaries For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may not at any time own Total Unencumbered Assets equal to less than 150% be Incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the aggregate outstanding principal amount types of Indebtedness described in the second paragraph of this covenant (or the definitions of the Unsecured terms used therein), the Company, in its sole discretion may, at the time of such Incurrence, (i) classify such item of Indebtedness under and comply with either of the Issuer such paragraphs (or any of such definitions), as applicable, (ii) classify and its Subsidiaries on a consolidated basisdivide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) elect to comply with such paragraphs (or definitions), as applicable, in any order.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, issue, assume or directly or indirectly guarantee or in any other manner become directly or indirectly liable for ("incur") any Indebtedness (including Acquired Debt), except that the Company may incur any Indebtedness, other than Intercompany Indebtedness, Indebtedness (including Acquired Debt) if, at the time of, and immediately after giving pro forma effect to, such incurrence of Indebtedness, the Consolidated Cash Flow Coverage Ratio of the Company for the most recently ended four fiscal quarters would be at least 3.0 to 1.0. (b) The foregoing limitations will not apply to the incurrence of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (i) Senior Bank Debt of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $50.0 million, and (y) the sum, at such additional Indebtedness time, of (I) 85% of the consolidated book value of net accounts receivable and current notes receivable of the Company and the application Restricted Subsidiaries and (II) 60% of the consolidated book value of inventory of the Company and the Restricted Subsidiaries; (ii) Indebtedness of the Company represented by the Notes issued in the Offering and the Exchange Notes; (iii) Indebtedness of the Company or any Restricted Subsidiary not covered by any other clause of this paragraph which is outstanding on the Issue Date ("Existing Indebtedness"); (iv) Indebtedness owed by any Restricted Subsidiary to the Company or to another Restricted Subsidiary, or owed by the Company to any Restricted Subsidiary; provided, however, that any such Indebtedness shall at all times be held by a Person which is either the Company or a Restricted Subsidiary; provided, further, however, that upon either (a) the transfer or other disposition of any such Indebtedness to a Person other than the Company or another Restricted Subsidiary or (b) the sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of any such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary resulting in such Restricted Subsidiary ceasing to be a Restricted Subsidiary, the incurrence of such Indebtedness shall be deemed to be an incurrence that must be permitted by this covenant other than by virtue of this clause (iv); (v) Indebtedness of the Company or any Restricted Subsidiary arising with respect to Interest Rate Agreement Obligations and Currency Agreement Obligations incurred for the purpose of fixing or hedging interest rate risk or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the terms hereof to be outstanding or with respect to any receivable or liability the payment of which is determined by reference to a foreign currency; (vi) Indebtedness represented by performance, completion, guarantee, surety and similar bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practice; 50 -43- (vii) Any Indebtedness incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement, in whole or in part (a "refinancing"), of any Indebtedness incurred as permitted under the first paragraph of this covenant or any Indebtedness described in clauses (ii) or (iii) above and this clause (vii) ("Refinancing Indebtedness"); provided, however, that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount (or accreted amount, if less) of the Indebtedness so refinanced (plus the premiums and reasonable expenses to be paid in connection therewith); (b) if the Weighted Average Life to Maturity of the Indebtedness being refinanced is equal to or greater than the Weighted Average Life to Maturity of the Notes, the Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced; (c) with respect to Refinancing Indebtedness that is subordinated to the Notes, such Refinancing Indebtedness shall be at least as subordinated in right of payment to the Notes as, the Indebtedness being refinanced; and (d) the Company or the obligor on such Refinancing Indebtedness shall be the obligor on the Indebtedness being refinanced; (viii) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims or self-insurance; (ix) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, 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 financing such acquisition; provided that the maximum liability in respect of such Indebtedness shall not exceed the gross proceeds thereofactually received by the Company and its Restricted Subsidiaries in connection with such disposition; and (x) Indebtedness of the Company or any Restricted Subsidiary in addition to that described in clauses (i) through (ix) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and incurred pursuant to this clause (x) does not exceed $35.0 million at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationone time outstanding. (c) The Issuer shall not, and shall not permit For purposes of determining any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal particular amount of all outstanding Indebtedness under this Section 4.10, Guarantees, Liens or obligations with respect to letters of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets credit supporting Indebtedness otherwise included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end determination of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessparticular amount shall not be included. (d) The Issuer Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and its Subsidiaries may not Indebtedness which is assumed at any the time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount acquisition of any asset shall be deemed to have been incurred at the Unsecured Indebtedness time of the Issuer and its Subsidiaries on a consolidated basissuch acquisition.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (xxxi) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination. (b) The foregoing limitations will not apply to: (i) Indebtedness under the Credit Facilities (including the Notes issued on the Issue Date, the 3.875% Existing Secured Notes and the 4.750% Existing Secured Notes) by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness under this clause (i) does not exceed at any one time the sum of (A) $5,350 million and (B) (x) $1,750 million (the “Fixed Incremental Amount”), plus (y)(1) additional amounts of First Lien Indebtedness if, after giving effect to the incurrence thereof (but excluding the cash proceeds thereof for the purposes of calculating such ratio) the Company is in compliance, on a Pro Forma Basis, with a Consolidated Senior Secured First Lien Debt Ratio of not more than 3.00:1.00 and (2) additional amounts of Secured Indebtedness (other than First Lien Indebtedness) if, after giving effect to the incurrence thereof but excluding the cash proceeds thereof for the purposes of calculating such ratio, the Company is in compliance, on a Pro Forma Basis, with a Secured Net Leverage Ratio of not more than 4.75:1.00 (such amounts under subclauses (1) and (2), the “Ratio Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Amount”) as of the end of the most recent Measurement Period; provided that for purposes of clause (y), if the proceeds will be applied to finance a Limited Condition Transaction, the Ratio Incremental Amount will be determined in accordance with Section 1.04(b) hereof; provided, further, that if the Company or any Restricted Subsidiary incurs Indebtedness using the Fixed Incremental Amount on the same date that it incurs Indebtedness using the Ratio Incremental Amount, the Consolidated Senior Secured First Lien Debt Ratio or Secured Net Leverage Ratio, as applicable, will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount; (ii) [reserved] (iii) Indebtedness of the Company or any of its Restricted Subsidiaries existing, or any Preferred Stock of the Company or any Preferred Stock of the Company or any of its Restricted Subsidiaries issued, on the Issue Date (other than Indebtedness described in clauses (i) and (xxv)); (iv) Indebtedness among the Company and its Subsidiaries (including between or among Subsidiaries); provided that any such Indebtedness, individually, of the Company, any Co-Issuer or any Guarantor owing to a Non-Guarantor Subsidiary in excess of $15,000,000 must be expressly subordinated to the Obligations under this Indenture within 30 days of the incurrence of such Indebtedness; (v) Guarantees by the Company of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary; provided that (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 4.08 hereof (other than Intercompany clause (5) of the definition of “Permitted Investments”); (B) Guarantees permitted under this clause (v) shall be subordinated to the Obligations under this Indenture of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Holders as the Indebtedness so Guaranteed is subordinated to the Obligations under this Indenture; and (C) no Indebtedness incurred pursuant to Section 4.09(a) hereof or clauses (i) or (xxxi) of this Section 4.09(b), or any Permitted Refinancing Indebtedness in respect thereof shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is an Issuer or a Guarantor; (vi) (A) Indebtedness of the Company or any Restricted Subsidiary incurred to finance the acquisition, lease, construction, replacement, repair or improvement of any assets or other Investments permitted hereunder (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings); provided that (1) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, replacement, repair or improvement and (2) the aggregate amount of Indebtedness permitted pursuant to this clause (vi)(A) shall not exceed the greater of $100,000,000 and 13.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) at any time outstanding, and (B) any Permitted Refinancing Indebtedness in respect thereof; (vii) Indebtedness arising in connection with (A) Hedging Obligations entered into to hedge or mitigate risks to which the Company or any Restricted Subsidiary has actual or potential exposure (other than those in respect of Equity Interests of the Company or any of its Restricted Subsidiaries), except as may be related to convertible indebtedness, including to hedge or mitigate foreign currency and commodity price risks, (B) Hedging Obligations entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or Investment of the Company or any Restricted Subsidiary and (C) any accelerated share repurchase contract, prepaid forward purchase contract or similar contract with respect to the purchase by the Company of its Equity Interest, which purchase is permitted by Section 4.08 hereof; provided that Guarantees by any Issuer or any Guarantor of such Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 4.08 hereof; (viii) (A) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof (including any Indebtedness assumed in connection with the acquisition of a Restricted Subsidiary); provided that (1) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (2) the Company, on a Pro Forma Basis, could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in (a) and (B) any Permitted Refinancing Indebtedness in respect thereof; (ix) obligations in respect of workers’ compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self-insurance obligations, obligations in respect of bids, tenders, trade contracts, governmental contracts and leases, statutory obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Company or any Restricted Subsidiary, in each case in the ordinary course of business; (x) to the extent constituting Indebtedness, ifcontingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Company or any Restricted Subsidiary; (xi) to the extent constituting Indebtedness, immediately customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (xii) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (xiii) to the extent constituting Indebtedness, deferred compensation or similar arrangements payable to future, present or former directors, officers, employees, members of management or consultants of the Company and the Restricted Subsidiaries; (xiv) Indebtedness in respect of repurchase agreements constituting Cash Equivalents; (xv) Indebtedness consisting of promissory notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses or former spouses, domestic partners or former domestic partners to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.08 hereof; (xvi) cash management obligations and Indebtedness incurred by the Company or any Restricted Subsidiary in respect of netting services, overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management, including among the Company and its Restricted Subsidiaries, and deposit accounts; (xvii) (A) Indebtedness consisting of the financing of insurance premiums and (B) take-or-pay obligations constituting Indebtedness of the Company or any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (xviii) Indebtedness incurred by any Issuer or any Guarantor with respect to letters of credit, bank guarantees or similar instruments issued for the purposes described in clauses (13), (14), (16), (29) and (30) of the definition of “Permitted Liens” or issued to secure trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business or consistent with past practice and the obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (A) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence and (B) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed $50,000,000 at any time; (xix) obligations, contingent or otherwise, for the payment of money under any non-compete, consulting or similar agreement entered into with the seller of a Person that is to be acquired, in whose Equity Interests an Investment is to be made or whose (or whose business unit’s, line’s or division’s) assets are to be acquired in an acquisition permitted by Section 4.08 hereof or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (xx) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is permitted under Section 4.06 hereof; (xxi) other Indebtedness of the Company and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (xxi) shall not exceed the greater of $425,000,000 and 25.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) at any time outstanding; (xxii) unsecured Indebtedness in respect of obligations of the Company or any Restricted 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 in the ordinary course of business and not in connection with the borrowing of money; (xxiii) Indebtedness of Non-Guarantor Subsidiaries in an aggregate amount outstanding not to exceed the greater of $125,000,000 and 7.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) in the aggregate; provided that such Indebtedness is either (i) unsecured or (ii) secured by only the Equity Interests in or assets of such Non-Guarantor Subsidiary; (xxiv) to the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Company and its Subsidiaries including Guarantees and Investments permitted under clause (27) of the definition of “Permitted Investments”; (xxv) the Existing Unsecured Notes and any Permitted Refinancing Indebtedness in respect thereof; (xxvi) Indebtedness of the Company or any Restricted Subsidiary that is secured by Liens on the Collateral ranking junior to the Liens securing the Obligations under this Indenture; provided that after giving effect to the incurrence of such additional Indebtedness, a Secured Net Leverage Ratio, on a Pro Forma Basis, shall not exceed 4.75:1.00; (xxvii) Indebtedness and the application in respect of the proceeds thereof, the aggregate principal amount any letter of all outstanding credit or bank guarantee issued in favor of any issuing bank to support any defaulting lender’s participation in letters of credit otherwise permitted under this Section 4.09; (xxviii) Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (Restricted Subsidiary to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end that 100% of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to supported by any letter of credit issued under the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodCredit Agreement; (2xxix) customer deposits and advance payments received in the repayment or retirement ordinary course of any other Indebtedness by business from customers for goods and services purchased in the Issuer and its Subsidiaries since the first day ordinary course of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period)business; (3A) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer Company or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered Restricted Subsidiary in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the an aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.o

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit its Subsidiaries to, Incur or in any manner become liable in respect of any Indebtedness, and the Company will not issue any Disqualified Capital Stock and will not permit any of its Subsidiaries toto issue any shares of Preferred Stock; provided, incur any Indebtednesshowever, other than Intercompany Indebtednessthat the Company may Incur Indebtedness or issue Disqualified Capital Stock, and the Company’s Subsidiaries may Incur Indebtedness or issue Preferred Stock, if, immediately on the date of such Incurrence or issuance, after giving effect to the incurrence Incurrence of such additional Indebtedness and or issuance of Disqualified Capital Stock or Preferred Stock, (A) the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP Company’s Consolidated Net Worth is greater not less than 60% of the sum of (without duplication): i) $400.0 million plus (1ii) 50% of any net cash proceeds received by the Company since the Issue Date as a contribution to its common equity capital or from the issuance or sale of convertible or exchangeable Disqualified Capital Stock of the Company or convertible or exchangeable debt securities of the Company, in each case that have been converted into or exchanged for Qualified Capital Stock of the Company (other than Qualified Capital Stock and convertible or exchangeable Disqualified Capital Stock or debt securities sold to a Subsidiary of the Company), determined on a Pro Forma Basis, provided, however, that amounts added pursuant to this clause (ii) shall not exceed $100.0 million in the aggregate, (B) the Total Assets ratio of (i) the Company’s Consolidated Adjusted EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred to (ii) Consolidated Interest Expense during such period, would have been at least 2.00 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the Issuer and its Subsidiaries net proceeds therefrom), as of if the end of additional Indebtedness had been Incurred or the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Disqualified Capital Stock or Quarterly Report on Form 10-QPreferred Stock had been issued, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, and (C) the related acquisition had occurred as Company’s ratio of Consolidated Indebtedness to Consolidated Assets is no greater than 0.80 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the first day net proceeds therefrom). (b) Section 4.08(a) will not prohibit the Incurrence of any of the following items (collectively, “Permitted Debt”): (1) the incurrence by the Company or any Subsidiary (and the guarantee thereof by the Company or any such period Subsidiary) of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the appropriate adjustments with respect maximum potential liability of the Company and its Subsidiaries thereunder) not to such acquisition being included in such pro forma calculation; andexceed $25.0 million; (2) the Incurrence by the Company and its Subsidiaries of any Existing Indebtedness; (3) the Incurrence by the Issuers of Indebtedness represented by the Notes to be issued on the Issue Date; (4) the Incurrence by the Company and its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the case 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 Indenture to be incurred under Section 4.08(a) or clauses (2), (3), (4), (5) or (14) of this Section 4.08(b); (5) Indebtedness (including Capital Leases), Disqualified Stock and Preferred Stock incurred by the Company or any Subsidiary, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any acquisition Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (5) and including all Permitted Refinancing Indebtedness incurred to refund, refinance or disposition replace any other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (5), does not exceed $25.0 million; (6) the Incurrence by the Issuer Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any asset of its Subsidiaries; provided, however, that (i) any subsequent issuance or group transfer of assets since equity interests that results in any such Indebtedness being held by a Person other than the first day Company or a Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an Incurrence of such fourIndebtedness by the Company or such Subsidiary that was not permitted by this clause (6); (7) the issuance by any of the Company’s Subsidiaries to the Company or to any of its Subsidiaries of shares of Preferred Stock; provided, however, that: (i) any subsequent issuance or transfer of Capital Stock that results in any such Preferred Stock being held by a Person other than the Company or a Subsidiary of the Company; and (ii) any sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Subsidiary of the Company, (iii) will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary that was not permitted by this clause (7); (8) the Incurrence by the Company or any of its Subsidiaries of Hedging Obligations in the ordinary course of business; (9) (i) the Guarantee by either Issuer or any Guarantor of Indebtedness of any Subsidiary of the Company, and (ii) the Guarantee by any Subsidiary of the Company of Indebtedness of the Company or any other Subsidiary of the Company, in each case to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Section 4.08; provided that if the Indebtedness being guaranteed is Credit Facilities or Capital Markets Debt or subordinated to or pari passu with the Notes or the Note Guarantees, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Credit Facilities or Capital Markets Debt is guaranteed; (10) the Incurrence by the Company or any of its Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-quarter periodinsurance obligations, whether completion guarantees, letters of credit, bankers’ acceptances, indemnity, bid, warranty, release, appeal, performance, surety and similar bonds in the ordinary course of business or consistent with industry practice; (11) the Incurrence by mergerthe Company or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, stock purchase draft or salesimilar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; (12) Indebtedness of a Special Aircraft Financing Entity; (13) Indebtedness of the Company or asset purchase a Subsidiary to the extent the Net Cash Proceeds thereof are applied (i) to redeem the Notes in full or sale(ii) to defease or discharge the Notes, such in each case, in accordance with the terms hereof; (14) (x) Indebtedness or Disqualified Stock of the Company or any Subsidiary incurred or issued to finance an acquisition or disposition merger or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any related repayment Subsidiary or consolidated with or merged into the Company or a Subsidiary in accordance with the terms of this Indenture; provided, however, that in either case, after giving effect to the transactions that result in the incurrence or issuance thereof and after giving effect to the Incurrence of such Indebtedness pursuant to this clause (14), either (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.08(a) or (ii) the coverage ratio set forth in clause (B) of Section 4.08(a) would not be lower than immediately prior to such acquisition, consolidation or merger and the Company is in compliance with the ratio test set forth in clause (C) of Section 4.08(a); (15) Indebtedness of the Company or any Subsidiary consisting of the financing of insurance premiums in the ordinary course of business; (16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; and (17) in addition to Indebtedness referred to in clauses (1) through (16) above, the Incurrence by the Company or any of its Subsidiaries of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect having an aggregate principal amount not to such acquisition or disposition being included in such pro forma calculationexceed $25.0 million. (c) The Issuer shall notIssuers will not Incur, and shall will not permit any of its Subsidiaries toGuarantor to Incur, incur any Indebtedness secured by that is contractually subordinated in right of payment to any Encumbrance upon other Indebtedness of either Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the property Issuers solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. (d) For purposes of determining compliance with this Section 4.08, in the event that an item of Indebtedness meets the criteria of more than one of the Issuer categories of Permitted Debt described in clauses (1) through (17) of Section 4.08(b), or any is entitled to be Incurred pursuant to Section 4.08(a), the Company will be permitted to classify such item of its Subsidiaries, whether owned at Indebtedness on the date of the Indenture its Incurrence, or thereafter acquired, if, immediately after giving effect to the incurrence later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and will be entitled to divide the amount and type of such Indebtedness among more than one of such clauses under Section 4.08(b) and Section 4.08(a). The accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness secured by an Encumbrance with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the application payment of dividends on Preferred Stock or Disqualified Capital Stock in the form of additional shares of the proceeds thereofsame class of Preferred Stock or Disqualified Capital Stock will not be deemed to be an Incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Capital Stock for purposes of this Section 4.08; provided that, in each such case, the aggregate cash amount thereof is included in Consolidated Interest Expense of the Company as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of all outstanding Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Issuer and its Subsidiaries on a consolidated basis which is secured by principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any Encumbrance on property other provision of this Section 4.08, the Issuer maximum amount of Indebtedness that the Company or any Subsidiary may Incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as a result of its Subsidiaries fluctuations in exchange rates or currency values. (e) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is greater than 40% denominated that is in effect on the date of the sum such refinancing. (f) The amount of (without duplication):any Indebtedness outstanding as of any date will be: (1) the Total Assets accreted value of the Issuer and its Subsidiaries as Indebtedness, in the case of any Indebtedness issued with original issue discount; (2) the principal amount of the end of the calendar quarter covered Indebtedness, in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional any other Indebtedness; and (23) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (i) the purchase price Fair Market Value of any such assets included in at the definition date of Total Assets acquired, and determination; and (ii) the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisother Person.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, issue, assume or directly or indirectly guarantee or in any other manner become directly or indirectly liable for ("incur") any Indebtedness (including Acquired Debt), except that the Company may incur any Indebtedness, other than Intercompany Indebtedness, Indebtedness (including Acquired Debt) if, at the time of, and immediately after giving pro forma effect to, such incurrence of Indebtedness, (i) the Consolidated Cash Flow Coverage Ratio of the Company for the most recently ended four fiscal quarters would be at least 2.5 to 1.0 and (ii) the Consolidated Leverage Ratio for the most recently ended four fiscal quarters of the Company would be no greater than 3.5 to 1.0. (b) The foregoing limitations will not apply to the incurrence of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (i) Indebtedness of the Company and any Restricted Subsidiary arising under the New Credit Facility in an aggregate principal amount not to exceed at any time outstanding the sum, at such additional Indebtedness and time, of (A) the greater of (x) $55.0 million, less any permanent reduction in commitments thereunder that result from the application of Excess Proceeds from an Asset Sale as provided in Section 4.16(b) or (y) the proceeds sum, at such time of (I) 85% of the consolidated book value of net accounts receivable of the Company and the Restricted Subsidiaries plus (II) 60% of the consolidated book value of inventory of the Company and the Restricted Subsidiaries, plus (III) $13.0 million, less any scheduled permanent reductions in commitments under the New Credit Facility; (ii) Indebtedness of the Company represented by the Initial Notes, including any Additional PIK Notes but not any Additional Notes, and Indebtedness of the Guarantors represented by the Note Guarantees; (iii) other Indebtedness of the Company or any Restricted Subsidiary that is outstanding on the Issue Date ("Existing Indebtedness"); (iv) Indebtedness owed by any Restricted Subsidiary to the Company or to another Restricted Subsidiary, or owed by the Company to any Restricted Subsidiary that, if owed to a Restricted Subsidiary that is not a Guarantor, is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under the Indenture and the Notes; provided, however, that any such Indebtedness shall at all times be held by a Person which is either the Company or a Restricted Subsidiary; provided, further, however, that upon either (A) the transfer or other disposition of any such Indebtedness to a Person other than the Company or another Restricted Subsidiary or (B) the sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of any such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary, the incurrence of such Indebtedness shall be deemed to be an incurrence that is not permitted by this clause (iv); (v) Indebtedness of the Company or any Restricted Subsidiary arising with respect to Interest Rate Agreement Obligations and Currency Agreement Obligations incurred for the purpose of fixing or hedging interest rate risk or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or with respect to any receivable or liability the payment of which is determined by reference to a foreign currency; (vi) Indebtedness represented by performance, completion, guarantee, surety and similar bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practice; (vii) Indebtedness incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement, in whole or in part, (a "Refinancing") of any Indebtedness of the Company or a Restricted Subsidiary incurred as permitted under Section 4.10(a) or any Indebtedness described in clauses (i), (ii) or (iii) above and this clause (vii) ("Refinancing Indebtedness"); provided, however, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount (or accreted amount, if less) of the Indebtedness so refinanced (plus the premiums and reasonable expenses to be paid in connection therewith, which, with respect to such premiums, shall not exceed the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced); (B) the maturity of the Refinancing Indebtedness shall not be shorter than the maturity of the Indebtedness being refinanced; (C) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced; and (D) the Refinancing Indebtedness shall be at least as subordinated in right of payment to the Notes as the Indebtedness being refinanced; (viii) Indebtedness of the Company or any Restricted Subsidiary (A) representing Capitalized Lease Obligations and any refinancings thereof and/or (B) in respect of Purchase Money Obligations for property acquired, constructed or improved in the ordinary course of business and any refinancings thereof, which taken together in the aggregate do not exceed $5.0 million at any time outstanding; (ix) commodity agreements entered into in the ordinary course of business to protect against fluctuations in the prices of raw materials and not for speculative purposes; (x) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims or self-insurance; (xi) (A) Guarantees by the Company of Indebtedness of a Restricted Subsidiary permitted to be incurred under this Indenture and (B) Guarantees by the Guarantors of Indebtedness of the Company or a Restricted Subsidiary that is otherwise permitted to be incurred under this Section 4.10(b); (xii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that the maximum liability in respect of such Indebtedness shall not exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (xiii) Junior PIK Indebtedness of the Company or any Restricted Subsidiary; and (xiv) Indebtedness of the Company or any Restricted Subsidiary in addition to that described in clauses (i) through (xiii) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and incurred pursuant to this clause (xiii) does not exceed $5.0 million at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationone time outstanding. (c) The Issuer shall not, and shall not permit For purposes of determining any particular amount of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any under this Section 4.10: (i) in the event that an item of Indebtedness meets the criteria of more than one of the property categories of the Issuer Permitted Indebtedness described in clauses (i) through (xiii) of Section 4.10(b) or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect is entitled to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereofbe incurred pursuant to Section 4.10(a), the aggregate principal amount Company will, in its sole discretion, classify or later reclassify that item of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by in any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qmanner that complies with this Section 4.10, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2ii) the purchase price guarantees, Liens or obligations with respect to letters of any assets credit supporting Indebtedness otherwise included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end determination of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessparticular amount shall not be included. (d) The Issuer Accrual of interest, accretion or amortization of original issue discount, the payment of interest on Indebtedness in the term of additional indebtedness with the same terms and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% the payment of dividends in Disqualified Stock in the form of additional shares of the aggregate same class of Disqualified Stock will not be deemed to be an incurrence of additional Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.10. (e) Indebtedness of any Person which is outstanding principal amount at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the Unsecured Indebtedness acquisition of any asset shall be deemed to have been incurred at the Issuer and its Subsidiaries on a consolidated basistime of such acquisition.

Limitation on Incurrence of Indebtedness. Neither Parent nor any of its Restricted Subsidiaries will incur, directly or indirectly, any Indebtedness, except: (a) The Issuer shall notIndebtedness of Parent or the Borrower, and shall not permit any of its Subsidiaries to, incur any Indebtedness, other than Intercompany Indebtedness, if, if immediately after giving effect to the incurrence of such additional Indebtedness and the receipt and application of the net proceeds thereof, the aggregate principal amount Consolidated Cash Flow Ratio of all Parent for the most recent period of four full Fiscal Quarters for which quarterly or annual financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, prior to the delivery of any such financial statements, for the period of four full Fiscal Quarters ending with the last Fiscal Quarter included in the Historical Financial Statements) next preceding the incurrence of such Indebtedness would be greater than 2.0 to 1.0; (b) Indebtedness outstanding on the Senior Notes Issue Date or incurred pursuant to Section 3.10(a) of the Senior Notes Indenture prior to the Closing Date (or that is Indebtedness incurred to renew, extend, refinance or refund Indebtedness outstanding on the Senior Notes Issue Date (or Indebtedness incurred pursuant to Section 3.10(a) of the Senior Notes Indenture prior to the Closing Date) and that satisfies the requirements of clause (m) of this Section with respect thereto), in each case that is outstanding on the Closing Date; (c) Indebtedness of Parent or any Restricted Subsidiary of Parent under Credit Facilities in an aggregate amount at any one time outstanding pursuant to this clause (c) not to exceed the Issuer greater of (i) $200,000,000 or (ii) the sum of (A) 85.0% of the total book value of accounts receivable and (B) 60% of the total book value of inventory of Parent and its Subsidiaries Restricted Subsidiaries, in each case as reflected on a Parent’s and its Restricted Subsidiaries’ most recent consolidated basis determined financial statements prepared in accordance with GAAP is greater than 60% and delivered pursuant to Section 5.1(a) or 5.1(b) (or, prior to the delivery of any such financial statements, as of end of the sum last Fiscal Quarter included in the Historical Financial Statements); provided that the amount in clause (ii) of this clause (without duplication):c) shall not exceed $1,000,000,000; (1d) Indebtedness owed by Parent to any Restricted Subsidiary of Parent or Indebtedness owed by a Restricted Subsidiary of Parent to Parent or a Restricted Subsidiary of Parent; provided that upon either (i) the Total Assets transfer or other disposition by such Restricted Subsidiary or Parent of any Indebtedness so permitted under this clause (d) to a Person other than Parent or another Restricted Subsidiary of Parent or (ii) the issuance, sale, transfer or other disposition of shares of Capital Stock (other than directors’ qualifying shares) or other ownership interests (including by consolidation or merger) of such Restricted Subsidiary to a Person other than Parent or another such Restricted Subsidiary of Parent, the provisions of this clause (d) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been incurred at the time of any such issuance, sale, transfer or other disposition, as the case may be; (e) Indebtedness of Parent or any of its Restricted Subsidiaries under any Hedge Agreement in each case incurred in the ordinary course of business to (i) hedge or mitigate risks to which Parent or any Restricted Subsidiary has actual exposure or (ii) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Parent or any Restricted Subsidiary; (f) Acquired Indebtedness, if either (i) Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to clause (a) above after giving pro forma effect to the relevant transaction described in the definition of the Issuer term “Acquired Indebtedness” and its Subsidiaries incurrence of such Acquired Indebtedness or (ii) (A) Parent’s Consolidated Cash Flow Ratio for the most recent period of four full Fiscal Quarters for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, prior to the delivery of any such financial statements, for the period of four full Fiscal Quarters ending with the last Fiscal Quarter included in the Historical Financial Statements) after giving pro forma effect to such relevant transaction and incurrence of such Acquired Indebtedness as of the end beginning of such period would be greater than (B) Parent’s Consolidated Cash Flow Ratio for such period immediately prior to, and without giving pro forma effect to, such transaction and incurrence of such Acquired Indebtedness; (g) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (h) Indebtedness arising from agreements of Parent or any of its Restricted Subsidiaries providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary of Parent; (i) obligations in respect of performance and surety bonds and completion guarantees provided by Parent or any of its Restricted Subsidiaries in the ordinary course of business; (j) Indebtedness consisting of notes issued to employees, officers or directors in connection with the redemption or repurchase of Capital Stock held by such Persons in an aggregate amount not in excess of $2,500,000 at any time outstanding; (k) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into by Parent or its Restricted Subsidiaries in the ordinary course of business; (l) the guarantee by Parent or any of its Restricted Subsidiaries of Indebtedness of Parent or any Restricted Subsidiary permitted to be incurred under another provision of this Section; (m) Indebtedness incurred to renew, extend, refinance or refund (collectively for purposes of this clause (m) to “refund”) any Indebtedness incurred pursuant to clause (a), (b) or (f) above, this clause (m) or clause (o) below (including any successive refundings); provided that: (i) such Indebtedness does not exceed the principal amount (or accreted amount, if less) of the calendar quarter covered Indebtedness so refunded plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebtedness refunded or the amount of any premium reasonably determined by Parent as necessary to accomplish such refunding by means of a tender offer, exchange offer or privately negotiated repurchase, plus the expenses of Parent or such Restricted Subsidiary incurred in connection therewith, and (ii) (A) in the Issuer’s Annual Report on Form 10-K case of any refunding of Indebtedness that is pari passu with the Obligations or Quarterly Report on Form 10-Qany Obligations Guarantee, such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Obligations or such Obligations Guarantee, as the case may be, most recently filed with the Commission (orand, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by refunding of Indebtedness that is subordinate in right of payment to the Issuer Obligations or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or saleObligations Guarantee, such acquisition or disposition or any related repayment refunding Indebtedness is subordinate in right of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect payment to the incurrence of Obligations or such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QObligations Guarantee, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior on terms no less favorable to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included Lenders than those contained in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.being refunded,

Limitation on Incurrence of Indebtedness. (aA) The Issuer shall Company will not, and shall will not permit any of its Subsidiaries to, incur directly or indirectly, create, incur, issue, assume, enter into a guarantee of or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness, other than Intercompany Indebtednessand the Company will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of Disqualified Stock or Preferred Stock. (B) Notwithstanding anything to the contrary therein, if, immediately after giving effect to Section 3.09(A) will not prohibit the incurrence of such additional any of the following items of Indebtedness or the issuance of any of the following Disqualified Stock or Preferred Stock (collectively, “Permitted Debt”): (i) (a) Indebtedness of the Company under the Existing Convertible Notes outstanding on the Issue Date, and any Permitted Refinancing Indebtedness in respect thereof, and (b) the incurrence by the Note Parties of the Notes and the application related Guarantees in an amount not to exceed the Maximum Principal Amount at any time outstanding; (ii) the incurrence by the Company or any Subsidiary of purchase money Indebtedness to finance the proceeds acquisition of personal property, including Capital Lease Obligations, synthetic lease obligations or mortgage financings and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancing Indebtedness to refinance such Indebtedness; provided, however, that (x) the aggregate principal amount of all outstanding Indebtedness permitted by this clause (ii) shall not exceed, at any one time outstanding, $16,500,000 and (y) if secured, such Liens shall attach only to the assets acquired with such Indebtedness and shall not extend to any other property or assets of the Issuer Company and any of its Subsidiaries; (iii) the incurrence by the Company or any of its Subsidiaries on of intercompany Indebtedness (or the guarantees of any such intercompany Indebtedness) between or among the Company or any of its Subsidiaries to the extent specifically excluded from the definition of Investment or otherwise constituting a consolidated basis determined Permitted Investment, provided, however, that any such Indebtedness owed by the Company or a Subsidiary Guarantor to a Non-Guarantor Subsidiary is subordinated in accordance with GAAP is greater than 60% right of payment of the sum of (without duplication): (1) the Total Assets Obligations of the Issuer Company or such Subsidiary Guarantor under the Notes or the applicable Guarantee, and its Subsidiaries as provided, further, that (x) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the end Company or a Subsidiary and (y) any sale or other transfer of any such Indebtedness to a Person that is not the calendar quarter covered Company or a Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qsuch Subsidiary, as the case may be, most recently filed with that was not permitted by this clause (iii); (iv) the Commission issuance by any of the Company’s Subsidiaries to the Company or any Subsidiary Guarantor of shares of Preferred Stock; provided, however, that (or, if x) any subsequent issuance or transfer of Capital Stock that results in any such filing Preferred Stock being held by a Person other than the Company or a Subsidiary Guarantor and (y) any sale - 57 - or other transfer of any such Preferred Stock to a Person that is not the Company or a Subsidiary Guarantor, will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary that was not permitted by this clause (iv); (v) contingent liabilities under performance, indemnity, bid, stay, customs, appeal, replevin and surety bonds, performance and completion guarantees or similar instruments incurred in the ordinary course of business; (vi) the incurrence by the Company (and the guaranty by any Subsidiary Guarantors) of First Lien Indebtedness in an aggregate principal amount not to exceed $110,000,000 at any time outstanding (together with any Permitted Refinancing Indebtedness in respect thereof); (vii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness under the Exchange ActPermitted ABL Facility in an aggregate principal amount not to exceed $110,000,000 at any time outstanding; (viii) the incurrence by the Company of the St. ▇▇▇▇▇ Indebtedness in an aggregate principal amount not to exceed $55,000,000 at any time outstanding; (ix) Unsecured Indebtedness in respect of Permitted Junior Indebtedness in an aggregate principal amount not to exceed the difference between (a) $275,000,000 minus (b) the aggregate principal amount of (1) Existing Convertible Notes then outstanding plus (2) any Additional Notes issued after the date of this Indenture (and, in each case, any Permitted Refinancing Indebtedness with the Trusteerespect thereto); (x) prior to the incurrence of such additional Indebtednesscontingent liabilities arising out of endorsements of checks, drafts and other similar instruments for deposit or collection in the ordinary course of business; and (2xi) the purchase price incurrence of any assets included Indebtedness in the definition ordinary course of Total Assets acquired, and business under any agreement between the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer Company or any of its Subsidiaries since the end of such calendar quarterand any commercial bank or other financial institution relating to Treasury Management Arrangements; (xii) Indebtedness (other than for borrowed money) owed to any Person providing property, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall notcasualty, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service liability or other insurance to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer Company or any of its Subsidiaries, whether owned at so long as the date amount of such Indebtedness is not in excess of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application amount of the proceeds thereofunpaid cost of, and shall be incurred only to defer the cost of, the aggregate principal amount premiums with respect to such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (xiii) Obligations in respect of all outstanding governmental grants, financial aid, tax incentives, subsidies, tax holidays and other similar governmental benefits or incentives, and guarantees or restrictions related thereto; (xiv) Indebtedness of incurred by the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer Company or any of its Subsidiaries is greater than 40% constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including, without limitation, letters of credit in - 58 - respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or to landlords, utilities and/or vendors in the ordinary course of business, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; (xv) Indebtedness representing deferred compensation or similar obligation to employees of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer Company or any of its Subsidiaries since or incurred in the end ordinary course of such calendar quarter, including those proceeds obtained business; (xvi) customer deposits and advance payments received in the ordinary course of business from customers for goods and services in the ordinary course of business; (xvii) Indebtedness incurred in connection with judgments, decrees, attachments or awards that do not constitute an Event of Default under Section 7.01(A)(x); (xviii) Indebtedness in the form of reimbursements owed to officers, directors, consultants and employees of the Company or any of its Subsidiaries in the ordinary course of business; (xix) Indebtedness or issuance of Disqualified Stock of the Company and the incurrence or issuance of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at , Disqualified Stock or Preferred Stock of any time own Total Unencumbered Assets equal to less than 150% of the Subsidiary in an aggregate outstanding principal amount or liquidation preference that, when aggregated with the outstanding principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (xix), together with any Permitted Refinancing Indebtedness in respect thereof, does not exceed (as of the Unsecured date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) $550,000 in the aggregate; (xx) Swap Agreements not entered into for speculative purposes; (xxi) (a) Indebtedness of the Issuer Luminar China Subsidiary in respect of the Permitted China Facility in an aggregate principal amount not to exceed $82,500,000 at any time outstanding, less any Net Proceeds applied to the repayment the Permitted China Facility in accordance with (i) of the definition of “Net Proceeds” and (b) Indebtedness of the Company constituting a guaranty of or other credit support for the Permitted China Facility that, is unsecured and is subordinated in right of payment to the Notes on terms and pursuant to documentation acceptable to the Required Holders; (xxii) Indebtedness of a Person existing at the time such Person was acquired by the Company or became its Subsidiary or assets were acquired from such Person; provided that (w) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (x) neither the Company nor any of its Subsidiaries other than the Person (and its Subsidiaries Subsidiaries) or assets acquired has any liability or obligation with respect to such Indebtedness, (y) the aggregate principal amount at any time outstanding of Indebtedness under this clause (xxii) shall not exceed $27,500,000 at any time outstanding, and any Permitted Refinancing Indebtedness (C) For purposes of determining compliance with this Section 3.09, in the event that an item of proposed Indebtedness or Disqualified Stock meets the criteria of more than one of the categories of Permitted Debt described above, the Company will be permitted to classify all or a portion of such item of Indebtedness or Disqualified Stock on the date of its incurrence, or later reclassify all or a consolidated basisportion of such item of Indebtedness or Disqualified Stock (based on circumstances existing on the date of reclassification), in any manner that complies with this covenant. The accrual of interest, the accrual of dividends, the payment of interest on any Indebtedness in the form of additional Indebtedness, the payment of interest in the form of additional shares of preferred Capital Stock or Disqualified Stock, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock - 60 - for purposes of this covenant. (D) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 3.09, the maximum amount of Indebtedness that the Company may incur pursuant to this Section 3.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Incurrence of Indebtedness. (a) The Issuer Parent Guarantors shall notnot permit the Issuers or any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and each, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers shall not permit any Restricted Subsidiary to issue any shares of its Subsidiaries toDisqualified Stock; provided, however, that the Issuers may incur Indebtedness (including Acquired Indebtedness) and any Restricted Subsidiary may incur Indebtedness and issue shares of Disqualified Stock (including Acquired Indebtedness), other than Intercompany Indebtedness, in any such case if, immediately after giving as of the date any such Indebtedness is incurred or Disqualified Stock is issued, on a pro forma basis to give effect to the proposed incurrence of such additional Indebtedness and the application of the proceeds thereofof such Indebtedness, the aggregate principal amount of all outstanding Indebtedness Consolidated Net Leverage Ratio for the Test Period immediately preceding such date shall be less than or equal to 3.50 to 1.00. (b) The limitations in Section 4.11(a) hereof shall not apply to any of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of following (without duplication“Permitted Debt”): (1) the Total Assets incurrence of Indebtedness by the Issuers and the Restricted Subsidiaries under (a) the Brazilian Credit Facility (including guarantees in respect thereof) and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount up to the equivalent of $1,000 million and (b) (x) debt facilities and other financing arrangements providing for revolving credit loans, term loans or other long-term Indebtedness (including guarantees in respect thereof) and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any time (calculated on a pro forma basis for the most recently ended Test Period on the date of such incurrence for which financial statements are available) equal to the greater of (i) $250 million and (ii) 10% of Consolidated Net Tangible Assets, and (y) without duplication, Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to clause (1)(b) plus any additional amount to pay premiums (including tender premiums), accrued and unpaid interest, fees and expenses (including original issue discount and upfront fees), defeasance costs and any other fee in connection with such refund, refinancing or redemption; (2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes (other than any Additional Notes) and the Guarantees thereof; (3) Existing Indebtedness (other than Indebtedness described in the foregoing clauses (1) and (2)); (4) Indebtedness (including Capitalized Lease Obligations and Indebtedness related to Sale and Lease-Back Transactions) and preferred stock incurred or issued by the Issuers or any Restricted Subsidiary, to finance all or any part (whether prior to or within 270 days after) of the Issuer acquisition, purchase, lease, construction, repair, replacement or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement and its migration) of property (real or personal, tangible or intangible) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness and preferred stock then outstanding and incurred pursuant to this clause (4) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness and preferred stock incurred pursuant to this clause (4), does not exceed at any one time outstanding, the greater of (i) $250 million and (ii) 10% of Consolidated Net Tangible Assets (calculated on a pro forma basis for the most recent Test Period on the date of such incurrence for which financial statements are available); (5) (a) Indebtedness incurred by the Issuers or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued, bank guarantees, banker’s acceptances, warehouse receipts or similar instruments, in the ordinary course of business or consistent with past practice, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, performance, completion or surety bonds, casualty or liability insurance or self-insurance, letters of credit provided to lessors of real property or otherwise in connection with leasing of real property and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, or other Indebtedness with respect to reimbursement type obligations regarding the foregoing, and (b) the Indebtedness issued by the Issuers or any Restricted Subsidiary as account party in respect of letters of credit, bank guarantees, or similar guarantees in favor of suppliers, trade creditors or other Persons incurred in the ordinary course of business or consistent with past practice or industry practice; (6) Indebtedness arising from agreements of the Issuers or any Restricted Subsidiary providing for indemnification, contribution, adjustment of purchase price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets, Capital Stock or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring or disposing of all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that: (A) such Indebtedness on the date it is incurred is not to be reflected on the balance sheet of the Issuers or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and (B) the maximum assumable liability in respect of all such Indebtedness shall not (at the time it is incurred) exceed the gross proceeds including noncash proceeds (the Fair Market Value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) expected to be received by Vrio ▇▇▇▇▇ 1 and the Restricted Subsidiaries in connection with such disposition; (7) intercompany Indebtedness (including, without limitation, Indebtedness related to Sale and Lease-Back Transactions) or preferred stock of the Issuers or the Issuers owing to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Obligations of the Issuers and the Guarantors in respect of the Notes; and provided, further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuers or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an incurrence of such Indebtedness; (8) intercompany Indebtedness (including, without limitation, Indebtedness related to Sale and Lease-Back Transactions) or preferred stock of a Restricted Subsidiary owing to and held by the Issuers or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; and provided, further that any subsequent transfer of any such Indebtedness (except to the Issuers or another Restricted Subsidiary) shall be deemed in each case to be an incurrence of such Indebtedness; (9) Indebtedness or preferred stock of Restricted Subsidiaries that are not Guarantors in an aggregate principal amount which, when aggregated with all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness and preferred stock incurred pursuant to this clause (9), would not exceed, at any one time outstanding, the greater of (i) $75 million in the aggregate and (ii) 2% of Consolidated Net Tangible Assets (calculated on a pro forma basis for the most recent Test Period on the date of such incurrence for which financial statements are available); (10) (x) Swap Obligations entered into for bona fide (non-speculative) business purposes and (y) Indebtedness in respect of Cash Management Obligations; (11) Indebtedness arising from judgment, appeal, advance payment, customs, value-added tax or other tax guarantees or other similar bonds, instruments or obligations or warranties provided by or on behalf of the Issuers or any of their Subsidiaries, or relating to liabilities or obligations arising in the ordinary course of business (in each case other than in respect of an obligation for money borrowed); (12) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (13) Indebtedness or preferred stock of the Issuers or any Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness or preferred stock then outstanding and incurred pursuant to this clause (13), does not as of the end time of incurrence exceed the calendar quarter covered in greater of (i) $300 million or (ii) 12% of Consolidated Net Tangible Assets (calculated on a pro forma basis for the Issuer’s Annual Report most recent Test Period on Form 10-K the date of such incurrence for which financial statements are available) (it being understood that any Indebtedness incurred pursuant to this clause (13) shall cease to be deemed incurred or Quarterly Report outstanding for purposes of this clause (13) but shall be deemed incurred for purposes of Section 4.11(a) hereof from and after the first date on Form 10-Qwhich the Issuers or such Restricted Subsidiary, as the case may be, most recently filed with could have incurred such Indebtedness under Section 4.11(a) hereof without reliance upon this clause (13)); (14) Indebtedness in respect of letters of credit, cash collateral, bank guarantees and similar instruments issued for the Commission account of the Issuers or any Restricted Subsidiary in the ordinary course of business supporting obligations under workers’ compensation, unemployment insurance, pensions-related obligations and other social security laws; (or, if such filing is not 15) the incurrence by the Issuers or any Restricted Subsidiary of Indebtedness or preferred stock which serves to refund or refinance any Indebtedness or preferred stock incurred as permitted under the Exchange ActSection 4.11(a) and Sections 4.11(b)(2), with the Trustee(3), (4), (5), (9), (15) and (16) or any Indebtedness or preferred stock issued to so refund or refinance such Indebtedness or preferred stock including additional Indebtedness or preferred stock incurred to pay premiums (including tender premiums), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith (“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (A) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the Notes and the Guarantees at least to the same extent as the Indebtedness being refinanced or refunded; (B) shall not include: (i) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of the Issuers or a Guarantor; or (ii) Indebtedness of the Issuers or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and (C) shall not be in a principal amount in excess of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) of, premium, if any, on, accrued interest and related fees and expenses (including tender premiums) of, the Indebtedness being refunded or refinanced; (16) Indebtedness or preferred stock of Persons that are acquired by the Issuers or any Restricted Subsidiary or merged into a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the case of this clause (16), immediately and after giving effect to such acquisition or merger either (x) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio set forth in Section 4.11(a) hereof or (y) the Consolidated Net Leverage Ratio is less than or equal to the amount thereof immediately prior to such acquisition or merger; (17) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or in the course of rendering other cash management services, in each case, incurred in the ordinary course of business; provided that such Indebtedness is extinguished within 30 Business Days of its incurrence; (18) Indebtedness owed on a short-term basis of no longer than 90 days to banks or financial institutions incurred in the ordinary course of business that arises in connection with ordinary banking arrangements to manage cash balances of the Issuers and their Subsidiaries; (19) any guarantee: (A) by the Issuers or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by such Restricted Subsidiary is permitted under the Issuer and terms of this Indenture; provided that if such Indebtedness is by its Subsidiaries since express terms subordinated in right of payment to the first day Notes or the Guarantee of such four-quarter period and the application Guarantor, as applicable, any such guarantee of the proceeds therefromIssuers or such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantor’s Guarantee with respect to the Notes, including as applicable, substantially to refinance other Indebtedness, had occurred at the beginning same extent as such Indebtedness is subordinated to the Notes or such Guarantee of such period;Guarantor, as applicable; or (2B) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount a Restricted Subsidiary of Indebtedness under of the Issuers or any revolving credit facility shall be computed based upon Guarantor; provided that such guarantee is incurred in accordance with the average daily balance provisions of such Indebtedness during such periodthis “Limitation on Incurrence of Indebtedness” covenant other than this clause (19)(B); (320) in Indebtedness to the case of Acquired Indebtedness extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge this Indenture and all amounts due thereunder; (21) Indebtedness incurred in connection with the Restructuring Transactions owed to AT&T or a Subsidiary of AT&T to be repaid prior to any acquisition since Spin-off (“AT&T Indebtedness”), as set forth under the first day caption “Use of such four-quarter period, Proceeds” in the related acquisition had occurred as Offering Memorandum; (22) Subordinated Indebtedness in respect of the first day of such period with the appropriate adjustments with respect to such acquisition being included AT&T Revolver, in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate a principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not exceed $250 million at any time own Total Unencumbered Assets equal outstanding; (23) Indebtedness incurred with development banks, multilateral lenders or similar creditors (including BNDES, Desenvolve, and other development financial institutions) for capital expenditures and/or technology investments including financing of set top boxes and similar consumer premises purchases up to less than 150% of the aggregate outstanding a principal amount at any time outstanding of $400 million; (24) Indebtedness incurred (including Capitalized Lease Obligations) in respect of long term satellite leases used or useful in the Unsecured Business (“Satellite Capitalized Lease Obligations”) (and, without duplication, Indebtedness incurred to refinance or replace such Satellite Capitalized Lease Obligations); (25) (x) customer deposits and other payments received in the ordinary course of the Issuer and its Subsidiaries on a consolidated basis.business or consistent with past practice or industry pr

Limitation on Incurrence of Indebtedness. (a) The Issuer MYT Holdco shall not, and shall not permit any of its Subsidiaries to, incur directly or indirectly (whether by merger, consolidation, amendment, recapitalization or otherwise), Incur any Indebtedness (including Acquired Indebtedness) for borrowed money or any guarantee or other credit support for Indebtedness for borrowed money; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect that the foregoing limitation will not apply to the incurrence following: (a) the Incurrence by MYT Operating Entities of such additional Indebtedness revolving (not term) indebtedness under the existing revolving credit facility of one or more of the MYT Operating Entities (as amended or refinanced from time to time, collectively, the “MYT RCF”) and the application issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the proceeds face amount thereof), which shall be provided by one or more commercial banks to finance ordinary course working capital needs or capital expenditures and the Permitted Investments described in Section 3.03(8)(a), provided the aggregate principal amount of all outstanding the Indebtedness under the MYT RCF shall not exceed the greater of (x) 40.0 million Euros and (y) the MYT RCF Revenue Cap; and further provided that, the MYT Operating Entities may from time to time borrow under the MYT RCF to fund purchases of inventory pursuant to a Projected Purchase Order up to an amount so that the amount of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of Indebtedness outstanding under the sum of (without duplication): MYT RCF at any time does not exceed the Projected RCF Amount under the MYT RCF, notwithstanding that such borrowings would cause the amount outstanding under the MYT RCF to exceed the MYT RCF Revenue Cap, so long as (1) the Total Assets of MYT RCF permits such borrowings and (2) the Issuer and its Subsidiaries as of Projected RCF Amount at the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence time of such additional IndebtednessProjected Purchase Order exceeded 40.0 million Euros; and (2b) intercompany Indebtedness of MYT Holdco and its Subsidiaries existing on the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (Issue Date; provided that to the extent any such proceeds were Indebtedness is owed by an MYT Guarantor Entity to another Person that is not used to acquire items included in the definition of Total Assets or used to reduce indebtedness)an MYT Guarantor Entity, by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer Indebtedness shall not, be unsecured and shall not permit any be subordinated in right of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service payment to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculationLimited Guarantee; and (4c) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to mortgage financings and purchase money Indebtedness to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets and Indebtedness arising from the conversion of the obligations of the MYT Operating Entities and their Subsidiaries under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the MYT Operating Entities and their Subsidiaries, not to exceed $2.0 million; provided that such acquisition Indebtedness is incurred within 270 days after the purchase, lease, construction, installation, repair or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any improvement of the property of that is the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence subject of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur create, incur, assume or directly or indirectly guarantee or in any Indebtedness, other than Intercompany Indebtedness, manner become directly or indirectly liable for (“incur”) any Indebtedness (including Acquired Debt) if, immediately after giving pro forma effect to the such incurrence of such additional Indebtedness and the application of the proceeds thereof, the Debt to Consolidated EBITDA Ratio of the Company and its Restricted Subsidiaries is more than 7.00 to 1.00 (any such Indebtedness so permitted to be incurred, “Permitted Leverage Ratio Debt”); provided that Non-Guarantors may not incur Indebtedness under this Section 4.07(a) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of the greater of (i) $75.0 million and (ii) 11.0% of L8QA Consolidated EBITDA would be outstanding pursuant to this Section 4.07(a) at such time. (b) Section 4.07(a) will not apply to the incurrence of any of the following (collectively, “Permitted Indebtedness”): (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred under Senior Credit Facilities, and Refinancing Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed (A) the greater of all outstanding (x) $2,700.0 million and (y) 400% of L8QA Consolidated EBITDA plus (B) $500.0 million; plus in the case of any Refinancing Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness; (ii) Indebtedness of the Company represented by (a) the Notes (other than Additional Notes) issued on the Issue Date (and for the avoidance of doubt, Indebtedness of the Escrow Issuer in respect of the Notes issued on the Issue Date), (b) the Secured Notes issued on the Issue Date (and its Subsidiaries for the avoidance of doubt, Indebtedness of the Escrow Issuer in respect of the Secured Notes issued on the Issue Date), (c) the Existing Notes and (d) Indebtedness of any Subsidiary Guarantor represented by a consolidated basis determined Subsidiary Guarantee in respect therefor or in respect of Additional Notes incurred in accordance with GAAP is greater than 60% this Indenture; (iii) Indebtedness of the sum Company or any of its Restricted Subsidiaries consisting of (without duplication):a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with past practice; (1iv) the Total Assets incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to or held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer and its Subsidiaries as Company, or the Guarantee of the end of the calendar quarter covered such Subsidiary Guarantor, in the Issuer’s Annual Report on Form 10-K case of a Subsidiary Guarantor; and (i) any subsequent issuance or Quarterly Report on Form 10-Qtransfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any transfer or other disposition of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, most recently filed that was not permitted by this clause (iv); (v) Indebtedness of the Company consisting of guarantees of Indebtedness and other obligations of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary consisting of guarantees of any Indebtedness and other obligations of the Company or another Restricted Subsidiary, which Indebtedness of the Company or another Restricted Subsidiary has been incurred in accordance with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence provisions of such additional Indebtedness; andthis Indenture; (2vi) the purchase price of any assets included in the definition of Total Assets acquired, Hedging Obligations (not for speculative purposes); (vii) Indebtedness (including Permitted Purchase Money Indebtedness and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets Capital Lease Obligations) incurred or used to reduce indebtedness), issued by the Issuer Company or any of its Restricted Subsidiaries since to finance the end purchase, lease, expansion, construction, development, installation, replacement, relocation, renewal, maintenance, upgrade, repair or improvement of property (real or personal), equipment or any other asset, whether through the direct purchase of assets or the Capital Stock of any Person owning such calendar quarterassets, including those proceeds obtained in connection with an aggregate amount not to exceed the incurrence greater of such additional Indebtedness. (a) $200.0 million and (b) The Issuer 28.0% of L8QA Consolidated EBITDA (in each case, calculated at the time of incurrence or issuance) (it being understood that any Indebtedness incurred pursuant to this clause (vii) shall notcease to be deemed incurred pursuant to this clause (vii), and shall not permit any be deemed to be Permitted Leverage Ratio Debt, from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness as Permitted Leverage Ratio Debt); (viii) Acquisition Debt of its Subsidiaries to, incur any Indebtedness the Company or a Restricted Subsidiary if the ratio of Consolidated Income Available for (w) such Acquisition Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to is incurred within 270 days after the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related definitive acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition agreement or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QLMA, as the case may be, most recently filed was entered into by the Company or such Restricted Subsidiary, (x) the aggregate principal amount of such Acquisition Debt is no greater than the aggregate principal amount of Acquisition Debt set forth in a notice from the Company to the Trustee (an “Incurrence Notice”) within 30 days after the date on which the related definitive acquisition agreement or LMA, as the case may be, was entered into by the Company or such Restricted Subsidiary, which notice shall be executed on the Company’s behalf by the chief financial officer of the Company in such capacity and shall describe in reasonable detail the acquisition or LMA, as the case may be, which such Acquisition Debt will be incurred to finance, (y) after giving pro forma effect to the acquisition or LMA, as the case may be, described in such Incurrence Notice, the Company or such Restricted Subsidiary could have incurred such Acquisition Debt under this Indenture as of the date upon which the Company delivers such Incurrence Notice to the Trustee and (z) such Acquisition Debt is utilized solely to finance the acquisition or LMA, as the case may be, described in such Incurrence Notice (including to repay or refinance Indebtedness or other obligations incurred in connection with such acquisition or LMA, as the case may be, and to pay related fees and expenses); (ix) Indebtedness of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition or LMA (or other purchase of assets) or (y) Persons that are acquired by the Company or any Restricted Subsidiaries or merged with or into or consolidated with the Commission (or, if such filing is not permitted under the Exchange Act, Company or a Restricted Subsidiary in accordance with the Trusteeterms of this Indenture; provided that in the case of clauses (x) and (y), after giving pro forma effect to such acquisition, LMA, purchase of assets, merger or consolidation and incurrence of Indebtedness, (i) the aggregate amount of such Indebtedness incurred under this subclause (i) does not exceed the greater of $175.0 million and 25.0 % of L8QA Consolidated EBITDA at any time outstanding (it being understood that any Indebtedness incurred pursuant to this clause (ix)(i) shall cease to be deemed incurred pursuant to this clause (ix)(i), and shall be deemed to be Permitted Leverage Ratio Debt, from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness as Permitted Leverage Ratio Debt) or (ii) either: (a) the Company would be permitted to incur at least $1.00 of Permitted Leverage Ratio Debt (measured at the time of entry into definitive documentation); (b) the Debt to Consolidated EBITDA Ratio of the Company and the Restricted Subsidiaries (measured at the time of entry into definitive documentation) would not be greater than immediately prior to the incurrence of such additional Indebtednessacquisition, LMA, merger or consolidation; andor (2c) the purchase price such Indebtedness is Acquired Debt of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer a Person or any of its Subsidiaries since existing at the end time such Person becomes a Restricted Subsidiary and not incurred in contemplation thereof (provided that, in the case of this clause (c), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such calendar quarterIndebtedness prior to such Person becoming a Restricted Subsidiary, including those proceeds obtained on the date of consummation of such acquisition, merger, consolidation or other combination); (x) Refinancing Indebtedness in respect of Indebtedness permitted by Section 4.07(a), clause 4.07(b)(ii), clause 4.07(b)(iii), clause 4.07(b)(vii), clause 4.07(b)(viii), clause 4.07(b)(ix), this clause 4.07(b)(x) or clauses 4.07(b)(xi), 4.07(b)(xvi) or 4.07(b)(xix); (xi) Indebtedness of the Company or any Restricted Subsidiary existing on the Escrow Release Date; (xii) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, obligations in respect of earn-outs, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the incurrence acquisition, LMA or disposition of such additional Indebtedness.any business or assets (including the Transactions); (dxiii) The Issuer Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business or consistent with industry or past practice, including letters of credit in favor of suppliers or trade creditors or in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (xiv) Obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments) in respect of self-insurance and obligations in respect of stays, customs, performance, bid, indemnity, appeal, judgment, surety and other similar bonds or instruments and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided by the Company or any Restricted Subsidiary 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 industry or past practice; (xv) the incurrence by the Company or any of its Restricted Subsidiaries of (a) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice, (b) Indebtedness owed on a short-term basis to banks and other financial institutions incurred in the ordinary course of business or consistent with past practice of the Company and its Restricted Subsidiaries may with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries and (c) Indebtedness arising from Cash Management Services; (xvi) Indebtedness of Non-Guarantors, together with any Refinancing Indebtedness in respect thereof, in an aggregate amount not to exceed the greater of (a) $75.0 million and (b) 11.0% of L8QA Consolidated EBITDA at any time own Total Unencumbered Assets equal outstanding; (xvii) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to less than 150% the Company or any of its Restricted Subsidiaries or arising under any Receivables Facility; (xviii) Indebtedness of the Company or a Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease or discharge or otherwise prepay the Notes under Section 8.01; (xix) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (xix) and then outstanding, will not exceed 100% of the Unsecured Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company, in each case, subsequent to the Escrow Release Date; provided, however, that (a) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (b) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments; (xx) unsecured Indebtedness of the Issuer Company owing to any current, future or former director, officer or employee of the Company or any of its Restricted Subsidiaries or their respective assigns, estates, heirs or their current, future or former spouses for the repurchase, redemption or other acquisition or retirement for value of any Capital Stock held by them that would have otherwise been permitted pursuant to clause 4.05(b)(ix) above; (xxi) Indebtedness representing deferred compensation or similar arrangements (a) to any current, future or former director, officer or employee of the Company or any of its Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice or (b) incurred in connection with any Investment, LMA or acquisition (by merger, consolidation, amalgamation or otherwise) or in connection with a Permitted Change of Control; (xxii) Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, in each case with respect to the Transactions or any other acquisition (by merger, consolidation or amalgamation or otherwise) permitted or not prohibited by the terms of this Indenture; (xxiii) to the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods and services purchased in the ordinary course of business or consistent with past practice; and (xxiv) Indebtedness of the Company and its Restricted Subsidiaries in addition to that described in clauses (i) through (xxiii) of this Section 4.07(b), and any renewals, extensions, substitutions, refundings, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness incurred and then outstanding pursuant to this clause (xxiv) does not exceed the greater of $350.0 million and 50.0% of L8QA Consolidated EBITDA calculated at the time of incurrence at any one time outstanding, plus, in the case of any such renewals, extensions, substitutions, refundings, refinancings or replacements of Indebtedness permitted under this clause (xxiv) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith such refinancing. Any Indebtedness incurred pursuant to this clause (xxiv) shall cease to be deemed incurred pursuant to this clause (xxiv), and shall be deemed to be Permitted Leverage Ratio Debt, from and after the first date on a consolidated basis.which the Company or such Restricted Subsidiary could

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur Incur any Indebtedness (including Acquired Indebtedness, other than Intercompany ); provided that the Company and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness, ) if, immediately after giving effect to the incurrence Incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer receipt and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated the Consolidated Fixed Charge Coverage Ratio, determined on the assumption that: (1) a Pro Forma Basis, including as if any such Indebtedness (including any other Indebtedness being Incurred contemporaneously), and any other Indebtedness incurred by the Issuer and its Subsidiaries Incurred since the first day beginning of such four-quarter period the Four Quarter Period (as defined below) had been Incurred and the application of the proceeds therefrom, including to refinance other Indebtedness, thereof had occurred been applied at the beginning of such period; (2) the repayment or retirement of Four Quarter Period, and any other Indebtedness by the Issuer and its Subsidiaries repaid since the first day beginning of such four-quarter period the Four Quarter Period had been repaid or retired at the beginning of such period the Four Quarter Period, would be equal to or greater than 2.00:1.00. (except that, in making such computationb) Notwithstanding Section 3.3(a), the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of Company and its Restricted Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationmay Incur Permitted Debt. (c) The Issuer For purposes of determining any particular amount of Indebtedness under this Section 3.3, Guarantees or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall notnot be included. For purposes of determining compliance with this Section 3.3, (x) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including categories of Permitted Debt or is entitled to be Incurred pursuant to Section 3.3(a), the Company, in its sole discretion, shall divide or classify, and from time to time may divide or reclassify, all or any portion of such item of Indebtedness; provided that Indebtedness Incurred under the Credit Facilities on the Issue Date shall not permit any at all times be treated as Incurred pursuant to clause (1) of its Subsidiaries tothe definition of “Permitted Debt”; provided, incur further that (if the Company shall so determine) any Indebtedness secured by any Encumbrance upon any Incurred pursuant to clauses (10) and (22) of the property definition of “Permitted Debt” shall cease to be deemed outstanding for purposes of any such clause but shall instead be deemed Incurred for the purposes of Section 3.3(a) from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such Indebtedness under Section 3.3(a) without reliance on such clause; (y) if any Indebtedness is Incurred to Refinance Indebtedness initially Incurred (or, Indebtedness Incurred to Refinance Indebtedness initially Incurred) in reliance on any provision of the Issuer or any definition of its Subsidiaries“Permitted Debt” measured by reference to a percentage of Consolidated Total Assets, whether owned at and such Refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of the Indenture or thereafter acquiredsuch Refinancing, if, immediately after giving effect such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded (and such newly Incurred Indebtedness shall be deemed permitted) to the incurrence of such additional Indebtedness secured by an Encumbrance and extent the application of the proceeds thereof, the aggregate principal amount of all outstanding such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced, plus the Issuer Related Costs Incurred or payable in connection with such Refinancing; and its Subsidiaries on a consolidated basis which (z) if any Indebtedness is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission Incurred to Refinance Indebtedness initially Incurred (or, if such filing is not permitted under the Exchange Act, with the TrusteeIndebtedness Incurred to Refinance Indebtedness initially Incurred) prior to the incurrence in reliance on any provision of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired“Permitted Debt” measured by a dollar amount, such dollar amount shall not be deemed to be exceeded (and the amount of any securities offering proceeds received (such newly Incurred Indebtedness shall be deemed permitted) to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end principal amount of such calendar quarternewly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced, including those proceeds obtained plus the Related Costs Incurred or payable in connection with such Refinancing. The accrual of interest, the incurrence accretion or amortization of such original issue discount and the payment of interest on Indebtedness in the form of additional Indebtedness or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Indebtedness. (d) The Issuer and its Subsidiaries may not at For purposes of determining compliance with any time own Total Unencumbered Assets equal to less than 150% U.S. dollar denominated restriction on the Incurrence of Indebtedness (or any category of Permitted Liens described in the aggregate outstanding definition thereof), the U.S. dollar equivalent principal amount of Indebtedness denominated in another currency shall be calculated based on the Unsecured relevant currency exchange rate in effect on the date such Indebtedness was first Incurred or Liens securing such Indebtedness were granted, in the case of term Indebtedness, or such Indebtedness was first committed or first Incurred or Liens securing such Indebtedness was granted, in the Issuer case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred (or commitments established) as Refinancing Indebtedness to refinance Indebtedness (or unutilized commitments in respect of Indebtedness) denominated in another currency, and its Subsidiaries such refinancing would cause the applicable provision of this Section 3.3 (or category of Permitted Liens) to be exceeded if calculated at the relevant currency exchange rate in effect on a consolidated basisthe date of such Refinancing, such provision of this Section 3.3 (or category of Permitted Liens) refinancing, shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being refinanced plus (ii) an amount equal to any unutilized commitment related to the Indebtedness being Refinanced, plus (iii) the Related Costs.

Limitation on Incurrence of Indebtedness. (a) The Issuer Cedar Fair shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) or permit any of its Restricted Subsidiaries to issue any Preferred Equity Interests; provided, however, that, notwithstanding the foregoing, on or after the Ratio Resumption Date, the Issuers and the Guarantors may incur Indebtedness (including Acquired Debt) and any Guarantor may issue Preferred Equity Interests, in each case, if the Total Indebtedness to Consolidated Cash Flow Ratio of Cedar Fair at the time of such incurrence or issuance, as the case may be, would have been less than or equal to 5.50 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom). (b) The foregoing limitation will not apply to any of the following incurrences of Indebtedness: (1) Indebtedness represented by the Initial Notes, other than Intercompany Indebtednessthe Additional Initial Notes and the Guarantees thereof; (2) Indebtedness of Cedar Fair or any Restricted Subsidiary under any Credit Facility in an aggregate principal amount at any time outstanding not to exceed $1,425.0 million; (3) (x) Indebtedness among Cedar Fair and its Restricted Subsidiaries; provided that any such Indebtedness owed by an Issuer or a Guarantor to any Restricted Subsidiary that is not an Issuer or a Guarantor shall be subordinated to the prior payment in full when due of the Notes or the Guarantees, ifas applicable, immediately and (y) Preferred Equity Interests of a Restricted Subsidiary held by Cedar Fair or a Restricted Subsidiary; provided that if such Preferred Equity Interests are issued by an Issuer or a Guarantor, such Preferred Equity Interests are held by an Issuer or a Guarantor; (4) Acquired Debt of a Person incurred prior to the date upon which such Person was acquired by Cedar Fair or any Restricted Subsidiary (and not created in contemplation of such acquisition); provided that after giving effect to the incurrence of such additional Indebtedness and the Acquired Debt on a pro forma basis (including a pro forma application of the net proceeds thereoftherefrom), if more than $5.0 million of Indebtedness is at any time outstanding under this clause (4), such Acquired Debt is incurred on or after the Ratio Resumption Date and either Cedar Fair could incur $1.00 of Indebtedness pursuant to the first paragraph of this covenant or the Total Indebtedness to Consolidated Cash Flow Ratio of Cedar Fair is less than or equal to the Total Indebtedness to Consolidated Cash Flow Ratio of Cedar Fair immediately prior to such acquisition; (5) Existing Indebtedness (including the Existing Senior Notes outstanding on the Issue Date); (6) Indebtedness consisting of Purchase Money Indebtedness and Finance Lease Obligations arising from sale and leaseback transactions (when aggregated with the amount of Refinancing Indebtedness outstanding under clause (10) below in respect of Indebtedness incurred pursuant to this clause (6)) in an aggregate amount not to exceed $200.0 million outstanding at any time; (7) Hedging Obligations of Cedar Fair or any of its Restricted Subsidiaries covering Indebtedness of Cedar Fair or such Restricted Subsidiary; provided, however, that such Hedging Obligations are entered into for purposes of managing interest rate exposure or commodity pricing risk of Cedar Fair and its Restricted Subsidiaries and not for speculative purposes; (8) Foreign Currency Obligations of Cedar Fair or any of its Restricted Subsidiaries entered into for purposes of managing exposure of Cedar Fair and its Restricted Subsidiaries to fluctuations in currency values and not for speculative purposes; (9) the incurrence by Cedar Fair or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit, bank guarantees, workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance, self-insurance obligations, bankers’ acceptances, guarantees, performance, surety, statutory, appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments in the ordinary course of business, including guarantees or obligations with respect thereto (in each case other than for an obligation for money borrowed); (10) the incurrence by Cedar Fair or any Restricted Subsidiary of Indebtedness or Disqualified Stock or Preferred Equity Interests of a Restricted Subsidiary issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part, Indebtedness or Disqualified Stock or Preferred Equity Interests of a Restricted Subsidiary referred to in paragraph (a) of this Section 4.09 or in clause (1), (4), (5) or (6) above or this clause (10) of this Section 4.09(b) (“Refinancing Indebtedness”); provided, however, that: (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so exchanged, extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith; (B) the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the earlier of (i) 91 days after the final maturity date of the Notes and (ii) the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; (C) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Guarantee on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; and (D) if the Indebtedness to be exchanged refinanced, renewed, replaced, substituted or refunded was the obligation of an Issuer or a Guarantor, such Indebtedness shall not be incurred by any of Cedar Fair’s Restricted Subsidiaries other than an Issuer, a Guarantor or any Restricted Subsidiary that was an obligor under the Indebtedness so refinanced; (11) on or after the Ratio Resumption Date, additional Indebtedness of Cedar Fair and any of its Restricted Subsidiaries in an aggregate principal amount at any one time outstanding (which may, but need not, be incurred under the Credit Facilities) not to exceed the greater of all outstanding Indebtedness of the Issuer (x) $100.0 million and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60(y) 5.0% of the sum of (without duplication): (1) the Consolidated Total Assets of the Issuer and its Subsidiaries as of the end of the calendar most recent fiscal quarter covered in the Issuer’s Annual Report for which internal financial statements are available on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the date of the most recent incurrence of such Indebtedness pursuant to this clause (11); (12) the guarantee by an Issuer or any Guarantor of Indebtedness of Cedar Fair or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09 and the guarantee by any Restricted Subsidiary that is not an Issuer or a Guarantor of any Indebtedness of any Restricted Subsidiary that is not an Issuer or a Guarantor; (13) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock; (14) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed 5% of Consolidated Total Assets that are attributable to Restricted Subsidiaries that are Foreign Subsidiaries; (15) overdrafts paid within 10 Business Days; (16) customary purchase price adjustments and indemnifications in connection with acquisition or disposition of stock or assets; (17) guarantees to suppliers, licensors, artists or franchisees (other than guarantees of Indebtedness) in the ordinary course of business; (18) Indebtedness arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (19) Indebtedness consisting of financing of insurance premiums incurred in the ordinary course of business; (20) Indebtedness, the proceeds of which are applied to defease or discharge the Notes pursuant to Article 8 hereof; and (221) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of Cedar Fair and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of Cedar Fair and its Restricted Subsidiaries. (c) For purposes of determining compliance with this Section 4.09, (x) the purchase price outstanding principal amount of any assets included item of Indebtedness shall be counted only once, and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness incurred in compliance with this Section 4.09 shall be disregarded, and (y) if an item of Indebtedness (or a portion thereof) meets the criteria of more than one of the categories described in clauses (1) through (21) of this Section 4.09(b) or is permitted to be incurred pursuant to Section 4.09(a) hereof and also meets the criteria of one or more of the categories described in clauses (1) through (21) of this Section 4.09(b), Cedar Fair shall, in its sole discretion, classify such item of Indebtedness (or a portion thereof) in any manner that complies with this Section 4.09 and may from time to time reclassify such item of Indebtedness (or a portion thereof) in any manner in which such item could be incurred at the time of such reclassification; provided that Indebtedness outstanding under the Credit Agreement on the Issue Date (and any Indebtedness (other than the Initial Notes and the Additional Initial Notes) secured by a Lien that refinances such Indebtedness) shall be deemed to be outstanding under clause (b)(2) above and may not be reclassified. (d) Accrual of interest or dividends on Preferred Equity Interests, the accretion of original issue discount and the payment of interest or dividends on Preferred Equity Interests in the definition form of Total Assets acquired, and additional Indebtedness or Preferred Equity Interests of the same class shall not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.09. Any increase in the amount of any securities offering proceeds received (Indebtedness solely by reason of currency fluctuations shall not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.09. A change in GAAP that results in an obligation that was existing at the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end time of such calendar quarterchange, including those proceeds obtained in connection with the and was not previously classified as Indebtedness, becoming classified as Indebtedness will not be deemed to be an incurrence of such additional IndebtednessIndebtedness for purposes of determining compliance with this Section 4.09. (be) The Issuer amount of Indebtedness outstanding as of any date shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such the accreted value thereof, in the case of any Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefromissued with original issue discount, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement principal amount thereof, in the case of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except thatIndebtedness, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired the guarantee by the specified Person of any Indebtedness or Indebtedness incurred in connection with of any acquisition since the first day of such four-quarter periodother Person, the related acquisition had occurred as maximum liability to which the specified Person may be subject upon the occurrence of the first day of such period with contingency giving rise to the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and obligation and (4) in the case of any acquisition or disposition Indebtedness of others guaranteed by the Issuer or any means of its Subsidiaries of a Lien on any asset or group of assets since the first day specified Person, the lesser of (A) the Fair Market Value of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of on the date on which Indebtedness had occurred as is required to be determined pursuant to this Indenture and (B) the amount of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationIndebtedness so secured. (cf) The Issuer For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall notbe calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of such refinancing would cause the property of applicable U.S. dollar-denominated restriction to be exceeded if calculated at the Issuer or any of its Subsidiaries, whether owned at relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.09, the Issuer and its Subsidiaries on maximum amount of Indebtedness that the Issuers may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a consolidated basis which is secured by any Encumbrance on property result of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered fluctuations in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence exchange rate of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the currencies. The principal amount of any securities offering proceeds received (Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the extent currencies in which such proceeds were not used to acquire items included Refinancing Indebtedness is denominated that is in effect on the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end date of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessrefinancing. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, incur directly or indirectly, Incur any Indebtedness, other than Intercompany Indebtedness, except that the Company may Incur Indebtedness if, immediately after giving effect to thereto, the incurrence of such additional Indebtedness and Consolidated Coverage Ratio would be greater than 2:1. (b) Notwithstanding the application foregoing, this Section shall not limit the ability of the proceeds thereofCompany or any Restricted Subsidiary to Incur the following Indebtedness: (i) Refinancing Indebtedness (except with respect to Indebt edness referred to in clause (ii), (iii) or (iv) below); (ii) in addition to any Indebtedness otherwise permitted to be Incurred hereunder, Indebtedness of the Company at any one time out standing in an aggregate principal amount not to exceed $25,000,000 and provided that the proceeds of all outstanding such Indebtedness shall not be used for the purpose of making any Restricted Payments pursuant to clause (i) or (ii) of Section 3.3(a); (iii) Indebtedness of the Issuer Company which is owed to and its Subsidiaries on held by a consolidated basis determined Wholly Owned Subsidiary and Indebtedness of a Wholly Owned Subsidiary which is owed to and held by the Company or a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in accordance with GAAP is greater any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Indebtedness (other than 60% to the Company or a Wholly Owned Subsid iary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qby a Wholly Owned Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2iv) Indebtedness of the repayment or retirement of any other Indebtedness by Company under the Issuer and its Subsidiaries since Bank Credit Agreement which, when taken together with the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the aggregate amount of Indebtedness Incurred pursuant to clause (viii) of this subsection, is not in excess of $50,000,000, and Indebtedness of the Company under any revolving credit facility shall be computed based upon the average daily balance Working Capital Credit Agreement not in excess of $25,000,000; (v) Acquired Indebtedness; provided, however, that the Company would have been able to Incur such Indebtedness during such periodat the time of the Incurrence thereof pursuant to Section 3.4(a); (3vi) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer Company or a Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness referred to in clause (iv) above and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property Indebtedness being repaid or retired with the pro ceeds of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce IndebtednessOffering), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.;

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred under the Revolving Credit Facility in an aggregate amount not to exceed $1.0 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be; (4) Indebtedness in respect of the Notes issued on the Closing Date, most recently filed with and the Commission related Note Guarantees by the Company and the other Guarantors; (5) Capital Lease Obligations and Indebtedness Incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, if in the case of a Sale and Leaseback Transaction, to finance the value of such filing is asset owned by the Company or a Subsidiary; (6) Indebtedness (other than Indebtedness of the type covered by clause (1) or clause (2)) outstanding on the Closing Date after giving effect to the application of proceeds from the Notes; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (6) of this paragraph (b); (8) Hedging Obligations entered into in the ordinary course of the business and not permitted for speculative purposes as determined in good faith by the Company; (9) customer deposits and advance payments received from customers for goods purchased in the ordinary course of business; (10) Indebtedness arising under the Exchange Act, with the Trustee) prior to the incurrence of such additional IndebtednessCash Management Arrangements; and (211) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), Indebtedness Incurred by the Issuer Company or any a Subsidiary in an aggregate principal amount which, together with all other Indebtedness of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer Company and its Subsidiaries may outstanding on the date of such 28 Table of Contents Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (10) of this paragraph (b)), does not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisexceed $900 million.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur create, incur, assume or guarantee or in any Indebtedness, other than Intercompany Indebtedness, manner become liable for (“incur”) any Indebtedness (including Acquired Debt) if, immediately after giving pro forma effect to the such incurrence of such additional Indebtedness and the application of the proceeds thereof, the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is less than 2.00 to 1.00 (any such Indebtedness so permitted to be incurred, “Permitted Ratio Debt”); provided that Non-Guarantors may not incur Indebtedness under this Section 4.07(a) if, immediately after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate principal amount of all Indebtedness of Non-Guarantors equal to the greater of (i) $250.0 million and (ii) 30.0% of Consolidated EBITDA of the Company (for the most recent period of four consecutive fiscal quarters at the time of such incurrence for which financial statements are publicly available) would be outstanding pursuant to this paragraph at such time. (b) Section 4.07(a) will not apply to the incurrence of any of the following (collectively, “Permitted Indebtedness”): (i) Indebtedness of the Issuer Company or any of its Restricted Subsidiaries incurred under Senior Credit Facilities, and its Subsidiaries Refinancing Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $1,375.0 million and (y) 4.00x Consolidated EBITDA of the Company (for the most recent period of four consecutive fiscal quarters at the time of such incurrence for which financial statements are publicly available) plus in the case of any Refinancing Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness; (ii) (a) Indebtedness of the Company represented by (i) the Notes (other than Additional Notes) issued on the Issue Date and (ii) the Existing Notes (it being understood that an irrevocable notice of redemption of the Existing Notes will be delivered under the indenture governing the Existing Notes on or prior to the Issue Date) and (b) Indebtedness of any Subsidiary Guarantor represented by a consolidated basis determined Guarantee in respect of any of the foregoing or in respect of Additional Notes incurred in accordance with GAAP is greater than 60% this Indenture; (iii) Indebtedness of the sum Company or any of its Restricted Subsidiaries consisting of (without duplication):a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with industry or past practice; (1iv) the Total Assets incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer and Company and/or any of its Subsidiaries as Restricted Subsidiaries; provided, however, that: (a) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the end Company or a Restricted Subsidiary thereof; and (b) any transfer or other disposition of any such Indebtedness to a Person that is not either the calendar quarter covered Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qsuch Restricted Subsidiary, as the case may be, most recently filed that was not permitted by this clause (iv); (v) Indebtedness of the Company consisting of guarantees of Indebtedness and other obligations of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary consisting of guarantees of any Indebtedness and other obligations of the Company or another Restricted Subsidiary, which Indebtedness of the Company or another Restricted Subsidiary has been incurred in accordance with the Commission provisions of this Indenture; (orvi) Hedging Obligations (not for speculative purposes); (vii) Indebtedness (including Permitted Purchase Money Indebtedness and Capital Lease Obligations) incurred or issued by the Company or any of its Restricted Subsidiaries to finance the purchase, lease, expansion, construction, development, installation, replacement, relocation, renewal, maintenance, upgrade, repair or improvement of property (real or personal), equipment or any other asset, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate outstanding principal amount not to exceed, at the time of incurrence, the greater of (a) $125.0 million and (b)30.0% of Consolidated EBITDA of the Company (for the most recent period of four consecutive fiscal quarters at the time of such incurrence or issuance for which financial statements are publicly available) (it being understood that any Indebtedness incurred pursuant to this clause (vii) shall cease to be deemed incurred pursuant to this clause (vii), and shall be deemed to be Permitted Ratio Debt, from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness as Permitted Ratio Debt); (viii) Acquisition Debt of the Company or a Restricted Subsidiary if (w) such filing Acquisition Debt is not permitted incurred within 270 days after the date on which the related definitive acquisition agreement was entered into by the Company or such Restricted Subsidiary, (x) the aggregate principal amount of such Acquisition Debt is no greater than the aggregate principal amount of Acquisition Debt set forth in a notice from the Company to the Trustee (an “Incurrence Notice”) within 30 days after the date on which the related definitive acquisition agreement was entered into by the Company or such Restricted Subsidiary, which notice shall be executed on the Company’s behalf by the chief financial officer of the Company in such capacity and shall describe in reasonable detail the acquisition which such Acquisition Debt will be incurred to finance, (y) immediately after giving pro forma effect to the acquisition described in such Incurrence Notice, the Company or such Restricted Subsidiary could have incurred such Acquisition Debt under this Indenture as of the Exchange Act, date upon which the Company delivers such Incurrence Notice to the Trustee and (z) such Acquisition Debt is utilized solely to finance the acquisition described in such Incurrence Notice (including to repay or refinance Indebtedness or other obligations incurred in connection with such acquisition and to pay related fees and expenses); (ix) Indebtedness of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (y) Persons that are acquired by the Company or any Restricted Subsidiaries or merged with or into or consolidated with the TrusteeCompany or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the case of clauses (x) and (y), immediately after giving pro forma effect to such acquisition, purchase of assets, merger or consolidation and incurrence of Indebtedness, either: (a) the Company would be permitted to incur at least $1.00 of Permitted Ratio Debt (measured at the time of entry into definitive documentation); (b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries (measured at the time of entry into definitive documentation) would not be less than immediately prior to the incurrence of such additional Indebtednessacquisition, merger or consolidation; andor (2c) the purchase price such Indebtedness is Acquired Debt of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer a Person or any of its Subsidiaries since existing at the end time such Person becomes a Restricted Subsidiary and not incurred in contemplation thereof (provided that, in the case of this clause (c), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such calendar quarterIndebtedness prior to such Person becoming a Restricted Subsidiary, including those proceeds obtained on the date of consummation of such acquisition, merger, consolidation or other combination); (x) Refinancing Indebtedness in respect of Indebtedness permitted by Section 4.07(a), clause 4.07(b)(ii) (other than clause 4.07(b)(ii)(a)(ii), clause 4.07(b)(iii), clause 4.07(b)(vii), clause 4.07(b)(viii), clause 4.07(b)(ix), this clause 4.07(b)(x) or clauses 4.07(b)(xi), 4.07(b)(xvi) or 4.07(b)(xviii); (xi) Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date; (xii) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, obligations in respect of earnouts, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets (including the Transactions); (xiii) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business or consistent with industry or past practice, including letters of credit in favor of suppliers or trade creditors or in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (xiv) Obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments) in respect of self-insurance and obligations in respect of stays, customs, performance, bid, indemnity, appeal, judgment, surety and other similar bonds or instruments and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided by the Company or any Restricted Subsidiary 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 industry or past practice; (xv) the incurrence by the Company or any of such additional Indebtedness. its Restricted Subsidiaries of (a) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice, (b) The Issuer shall notIndebtedness owed on a short-term basis to banks and other financial institutions incurred in the ordinary course of business or consistent with past practice of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries and (c) Indebtedness arising from Cash Management Services; (xvi) Indebtedness of Non-Guarantors, together with any Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount not to exceed at the time of incurrence the greater of (a) $100.0 million and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio (b) 30.0% of Consolidated Income Available for Debt Service to EBITDA of the Annual Debt Service Charge Company (for the most recent period of four consecutive fiscal quarters most recently ended prior to at the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day time of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such periodincurrence for which financial statements are publicly available); (3xvii) Indebtedness of the Company or a Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease or discharge or otherwise prepay the Notes under Section 8.01; (xviii) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (xviii) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Equity Interests or Designated Preferred Stock) or otherwise contributed to the equity (other than through the issuance of Disqualified Equity Interests or Designated Preferred Stock) of the Company, in each case, subsequent to the Issue Date; provided, however, that (a) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (b) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments; (xix) unsecured Indebtedness of the Company owing to any current, future or former director, officer or employee of the Company or any of its Restricted Subsidiaries or their respective assigns, estates, heirs or their current, future or former spouses for the repurchase, redemption or other acquisition or retirement for value of any Capital Stock held by them that would have otherwise been permitted pursuant to clause 4.05(b)(viii); (xx) Indebtedness representing deferred compensation or similar arrangements (a) to any current, future or former director, officer or employee of the Company or any of its Restricted Subsidiaries incurred in the case ordinary course of Acquired Indebtedness business or Indebtedness consistent with past practice or (b) incurred in connection with any Investment or acquisition since (by merger, consolidation, amalgamation or otherwise); (xxi) Indebtedness attributable to (but not incurred to finance) the first day exercise of such four-quarter periodappraisal rights and the settlement of any claims or actions (whether actual, the related acquisition had occurred as of the first day of such period contingent or potential) with the appropriate adjustments respect thereto, in each case with respect to such the Transactions or any other acquisition being included (by merger, consolidation or amalgamation or otherwise) permitted or not prohibited by the terms of this Indenture; (xxii) to the extent constituting Indebtedness, customer deposits and advance payments received in such pro forma calculationthe ordinary course of business or consistent with industry or past practice from customers for goods and services purchased in the ordinary course of business or consistent with industry or past practice; (xxiii) Indebtedness incurred by a Receivables Subsidiary in a Permitted Receivables Financing that is not recourse (except for Standard Securitization Undertakings) to the Company or any of its Restricted Subsidiaries (other than any Receivables Subsidiary); and (4xxiv) unsecured Indebtedness of the Company and its Restricted Subsidiaries in the case addition to that described in clauses (i) through (xxiii) of this Section 4.07(b), and any acquisition renewals, extensions, substitutions, refundings, refinancings or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day replacements of such four-quarter periodIndebtedness, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, extent that the aggregate principal amount of all such Indebtedness incurred and then outstanding Indebtedness pursuant to this clause (xxiv) does not exceed at the time of incurrence the greater of (a) $250.0 million and (b) 50.0% of Consolidated EBITDA of the Issuer and its Subsidiaries on a consolidated basis Company (for the most recent period of four consecutive fiscal quarters at the time of such incurrence for which is secured by financial statements are publicly available) plus, in the case of any Encumbrance on property such renewals, extensions, substitutions, refundings, refinancings or replacements of the Issuer Indebtedness permitted under this clause (xxiv) or any portion thereof, the aggregate amount of its Subsidiaries is greater than 40% of the sum of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith. Any Indebtedness incurred pursuant to this clause (without duplication): xxiv) shall cease to be deemed incurred pursuant to this clause (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquiredxxiv), and shall be deemed to be Permitted Ratio Debt, from and after the amount of any securities offering proceeds received (to first date on which the extent Company or such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of Restricted Subsidiary could have incurred such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessIndebtedness as Permitted Ratio Debt. (dc) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less For purposes of determining compliance with this Section 4.07: (i) In the event that an item of Indebtedness meets the criteria of more than 150% one of the aggregate outstanding principal amount categories of Indebtedness permitted pursuant to clauses 4.07(b)(i) through 4.07(b)(xxiv) above or is entitled to be incurred pursuant to Section 4.07(a), the Unsecured Company shall, in its sole discretion, be permitted to divide or classify such item of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.in any manner that complies with this Section 4.07 a

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Parent will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and Parent will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries toto issue any Preferred Equity Interests; provided, however, that, notwithstanding the foregoing, Parent, the Issuer and the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and any Subsidiary Guarantor may issue Preferred Equity Interests, in each case, if the Total Indebtedness to Consolidated Cash Flow Ratio of Parent at the time of such incurrence or issuance, as the case may be, would have been less than or equal to 5.50 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the Preferred Equity Interests had been issued, as the case may be, at the beginning of such four-quarter period. (b) The provisions of Section 4.09(a) hereof will not prohibit any of the following (each of the following, “Permitted Debt”): (1) Indebtedness represented by the Notes and the Guarantees; (2) the incurrence by Parent and its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (2) (with letters of credit being deemed to have a principal amount equal to the face amount thereof) not to exceed the greater of: (A) $1.435 billion; and (B) (i) if such Indebtedness is secured by Liens on Collateral on a First Lien basis, the Consolidated Secured Indebtedness Leverage Ratio (determined at the time of such incurrence or issuance on a pro forma basis and assuming any revolving facility established in connection therewith is fully drawn and without netting the cash proceeds of such Indebtedness) is either not greater than 3.75 to 1.00 or not greater than such Consolidated Secured Indebtedness Leverage Ratio immediately prior to incurrence; and (ii) if such Indebtedness is secured by Liens on Collateral on a Junior Lien basis, the Consolidated Secured Indebtedness Leverage Ratio (determined at the time of such incurrence or issuance on a pro forma basis and assuming any revolving facility established in connection therewith is fully drawn and without netting the cash proceeds of such Indebtedness) is either not greater than 4.75 to 1.00 or not greater than such Consolidated Secured Indebtedness Leverage Ratio immediately prior to such incurrence; plus in the case of any Refinancing of any Indebtedness permitted under this clause (2) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) incurred in connection with such refinancing; (3) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries and the issuance of Preferred Equity Interests of a Restricted Subsidiary; provided, however, that: (A) if Parent, the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not Parent, the Issuer or a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Issuer, or the Guarantee, in the case of a Guarantor; (B) if such Preferred Equity Interests are issued by the Issuer or a Subsidiary Guarantor, such Preferred Equity Interests are held by Parent, the Issuer or a Subsidiary Guarantor; and (C) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness or Preferred Equity Interests being held by a Person other than Parent or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness or Preferred Equity Interests to a Person that is not either Parent or a Restricted Subsidiary of Parent, will be deemed, in each case, to constitute an incurrence of such Indebtedness or the issuance of Preferred Equity Interests, as applicable, by Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (3); (4) Indebtedness, other than Intercompany IndebtednessDisqualified Stock or Preferred Equity Interests of (x) Parent or any Restricted Subsidiary incurred or issued to finance the acquisition of any Person, if, immediately property or assets or (y) Persons that are acquired by Parent or any Restricted Subsidiary or merged into or consolidated with Parent or a Restricted Subsidiary in accordance with the terms of this Indenture (including Acquired Debt); provided that after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom), if more than $10.0 million of such Indebtedness, Disqualified Stock or Preferred Equity Interests is at any time outstanding under this clause (4), either: (A) if such Indebtedness is secured by Liens on Collateral on a First Lien basis, the Consolidated Secured Indebtedness Leverage Ratio (determined at the time of such incurrence or issuance on a pro forma basis and calculated assuming any revolving facility established in connection therewith is fully drawn and without netting the cash proceeds of such Indebtedness) is either not greater than 3.75 to 1.00 or not greater than such Consolidated Secured Indebtedness Leverage Ratio immediately prior to the consummation of such acquisition, merger, amalgamation, consolidation or Investment; (B) if such Indebtedness is secured by Liens on Collateral on a Junior Lien basis, the assumption Consolidated Secured Indebtedness Leverage Ratio (determined at the time of such incurrence or issuance on a pro forma basis and assuming any revolving facility established in connection therewith is fully drawn and without netting the cash proceeds of such Indebtedness) is either not greater than 4.75 to 1.00 or not greater than such Consolidated Secured Indebtedness Leverage Ratio immediately prior to the consummation of such acquisition, merger, amalgamation, consolidation or Investment; or (C) if such Indebtedness is unsecured or secured only by Liens on property that is not Collateral, the Total Indebtedness to Consolidated Cash Flow Ratio (determined at the time of such incurrence or issuance on a pro forma basis and assuming any revolving facility established in connection therewith is fully drawn and without netting the cash proceeds of such Indebtedness) is either not greater than 5.50 to 1.00 or not greater than such Total Indebtedness to Consolidated Cash Flow Ratio immediately prior to the consummation of such acquisition, merger, amalgamation, consolidation or Investment; (5) Existing Indebtedness (including the Existing Notes and any guarantees thereof); (6) Purchase Money Indebtedness or Capital Lease Obligations in an aggregate amount not to exceed at any time outstanding the greater of (i) $150.0 million and (ii) 6.0% of Parent’s Consolidated Total Assets (including any refinancing thereof); (7) Hedging Obligations of Parent or any of its Restricted Subsidiaries; provided, however, that such Hedging Obligations are entered into for purposes of managing interest rate exposure or commodity pricing risk of Parent and its Restricted Subsidiaries and not for speculative purposes; (8) Foreign Currency Obligations of Parent or any of its Restricted Subsidiaries entered into to manage exposure of Parent and its Restricted Subsidiaries to fluctuations in currency values and not for speculative purposes; (9) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit, bank guarantees, workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance, self-insurance obligations, bankers’ acceptances, guarantees, performance, surety, statutory, appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments in the ordinary course of business, including guarantees or obligations with respect thereto (in each case other than for an obligation for money borrowed); (10) the incurrence by Parent or any Restricted Subsidiary of Indebtedness or Disqualified Stock or Preferred Equity Interests of a Restricted Subsidiary issued in exchange for, or the proceeds of which are used to Refinance in whole or in part, Indebtedness (other than intercompany Indebtedness) or Disqualified Stock or Preferred Equity Interests of a Restricted Subsidiary referred to in Section 4.09(a) or in clauses (1), (4) or (5) above or this clause (10) (“Refinancing Indebtedness”); provided, however, that: (1A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so Refinanced and any other Indebtedness incurred by the Issuer premiums payable and its Subsidiaries since the first day of such four-quarter period reasonable fees, expenses, commissions and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodcosts in connection therewith; (2B) the repayment Refinancing Indebtedness shall have a final maturity equal to or retirement of any other Indebtedness by the Issuer later than, and its Subsidiaries since the first day of such four-quarter period had been repaid a Weighted Average Life to Maturity equal to or retired at the beginning of such period (except that, in making such computationgreater than, the amount earlier of (i) 91 days after the final maturity date of the Notes and (ii) the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period)being Refinanced; (3C) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Guarantee on terms at least as favorable to the Holders of Notes as those contained in the case of Acquired documentation governing the Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculationRefinanced; and (4D) if the Indebtedness to be Refinanced was the obligation of Parent, the Issuer or a Subsidiary Guarantor, such Indebtedness shall not be incurred by any Restricted Subsidiaries other than a Subsidiary Guarantor or any Restricted Subsidiary that was an obligor under the Indebtedness so Refinanced; (11) additional Indebtedness of Parent and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the case greater of (i) $100.0 million and (ii) 4.0% of Parent’s Consolidated Total Assets at any acquisition or disposition one time outstanding (which may, but need not, be incurred under a Credit Facility), including any Refinancing thereof; (12) the guarantee by Parent, the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment Subsidiary Guarantor of Indebtedness had occurred as of Parent or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09 and the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured guarantee by any Encumbrance upon any of the property of Restricted Subsidiary that is no the Issuer or a Subsidiary Guarantor of any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which any Restricted Subsidiary that is secured by any Encumbrance on property of not the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication):a Subsidiary Guarantor; (113) the Total Assets payment of the Issuer and its Subsidiaries as of the end of the calendar quarter covered interest on any Indebtedness in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed form of additional Indebtedness with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquiredsame terms, and the amount payment of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included dividends on Disqualified Stock in the definition form of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% shares of the aggregate outstanding principal amount same class of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.Disqualified Stock;

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred under the Revolving Credit Facility in an aggregate amount not to exceed $1.2 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; -34- (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be; (4) Indebtedness in respect of the Notes issued on the Closing Date, most recently filed and the related Note Guarantees by the Company and the other Guarantors, Indebtedness issued in respect of the Issuer’s Dollar Notes due 2022 and Indebtedness issued in respect of the Euro Notes issued on the Closing Date, and the related Guarantees of the Dollar Notes due 2022 and the Euro Notes by the Company and the other Guarantors; (5) Capital Lease Obligations and Indebtedness Incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the value of such asset owned by the Company or a Subsidiary; (6) Indebtedness (other than Indebtedness of the type covered by clause (1) or clause (2)) outstanding on the Closing Date after giving effect to the application of proceeds from the Notes; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (6) of this paragraph (b); (8) Hedging Obligations entered into in the ordinary course of the business and not for speculative purposes as determined in good faith by the Company; (9) customer deposits and advance payments received from customers for goods purchased in the ordinary course of business; (10) Indebtedness arising under the Cash Management Arrangements; and (11) Indebtedness Incurred by the Company or a Subsidiary in an aggregate principal amount which, together with all other Indebtedness of the Company and its Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (10) of this paragraph (b)), does not exceed $900 million. (c) For purposes of determining compliance with the Commission foregoing covenant: (or1) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, if the Company, in its sole discretion, will classify and from time to time may reclassify such filing is not permitted under item of Indebtedness and only be required to include the Exchange Act, with the Trustee) prior to the incurrence amount and type of such additional IndebtednessIndebtedness in one of the above clauses, provided that any Indebtedness outstanding on the Closing Date and Indebtedness Incurred under clause (b)(5) above may not be reclassified to clause (a) above; and (2) an item of Indebtedness may be divided and classified, or reclassified, in more than one of the purchase price types of Indebtedness described above, provided that any assets included in -35- Indebtedness outstanding on the definition of Total Assets acquired, Closing Date and the amount of any securities offering proceeds received Indebtedness Incurred under clause (b)(5) above may not be reclassified to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessclause (a) above. (d) The Issuer If during any period the Notes have achieved and continue to maintain Investment Grade Status and no Event of Default has occurred and is continuing (such period is referred to herein as an “Investment Grade Status Period”), then upon notice by the Company to the Trustee by the delivery of an Officers’ Certificate that it has achieved Investment Grade Status, this covenant will be suspended and will not during such period be applicable to the Company and its Subsidiaries and shall only again be applicable if such Investment Grade Status Period ends. No action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with this Section 4.3 will require reversal or constitute a default under the Notes in the event that this Section 4.3 is subsequently reinstated or suspended, as the case may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisbe.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries toto incur, incur directly or indirectly, any Indebtedness, other than Intercompany Indebtednessexcept: (a) Indebtedness of the Company, if, if immediately after giving effect to the incurrence of such additional Indebtedness and the receipt and application of the net proceeds thereof, the aggregate principal amount of all outstanding Indebtedness Consolidated Cash Flow Ratio of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is Company for the four full fiscal quarters for which quarterly or annual financial statements are available next preceding the incurrence of such Indebtedness would be greater than 60% 2.0 to 1.0; (b) Indebtedness outstanding on the Issue Date; (c) [Reserved]; (d) Indebtedness owed by the Company to any Restricted Subsidiary of the sum Company or Indebtedness owed by a Subsidiary of (without duplication):the Company to the Company or a Restricted Subsidiary of the Company; provided, that, upon either (1i) the Total Assets transfer or other disposition by such Restricted Subsidiary or the Company of any Indebtedness so permitted under this paragraph (d) to a Person other than the Company or another Restricted Subsidiary of the Issuer and its Subsidiaries as Company or (ii) the issuance (other than directors’ qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another such Restricted Subsidiary of the end Company, the provisions of this paragraph (d) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been incurred at the calendar quarter covered in the Issuer’s Annual Report on Form 10-K time of any such issuance, sale, transfer or Quarterly Report on Form 10-Qother disposition, as the case may be; (e) Indebtedness of the Company or its Restricted Subsidiaries under any Interest Rate Protection Agreement or Currency Agreement; (f) Acquired Indebtedness to the extent the Company could have incurred such Indebtedness in accordance with paragraph (a) above on the date such Indebtedness became Acquired Indebtedness; (g) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, most recently filed including, without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (h) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the Commission disposition of any business, assets or a Subsidiary of the Company; (i) Obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business; (j) Indebtedness consisting of notes issued to employees, officers or directors in connection with the redemption or repurchase of Capital Stock held by such Persons in an aggregate amount not in excess of $10.0 million at any time outstanding; (k) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into by the Company or its Restricted Subsidiaries in the ordinary course; (l) the guarantees by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under another provision of the covenant; (m) Indebtedness incurred to renew, extend, refinance or refund (collectively for purposes of this paragraph (m) to “refund”) any Indebtedness incurred pursuant to paragraphs (a) and (b) above, this paragraph (m) or paragraphs (n) or (o) below; provided, that: (i) such Indebtedness does not exceed the principal amount (or accreted amount, if such filing is not permitted under the Exchange Act, with the Trusteeless) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and Indebtedness so refunded plus the amount of any securities offering proceeds received (premium required to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained be paid in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service refunding pursuant to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application terms of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment refunded or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon premium reasonably determined by the average daily balance Company as necessary to accomplish such refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of the Company or such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness Restricted Subsidiary incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; therewith and (4ii) (A) in the case of any acquisition refunding of Indebtedness that is pari passu with the Securities, such refunding Indebtedness is made pari passu with or disposition by subordinate in right of payment to such Securities, and, in the Issuer or any of its Subsidiaries case of any asset or group refunding of assets since Indebtedness that is subordinate in right of payment to the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or saleSecurities, such acquisition or disposition or any related repayment refunding Indebtedness is subordinate in right of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect payment to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect Securities on terms no less favorable to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater Holders than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered those contained in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.being refunded,

Limitation on Incurrence of Indebtedness. (aA) The Issuer shall Company will not, and shall will not permit any of its Subsidiaries to, incur directly or indirectly, create, incur, issue, assume, enter into a guarantee of or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness, other than Intercompany Indebtednessand the Company will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of Preferred Stock. (B) Notwithstanding anything to the contrary therein, if, immediately after giving effect to Section 3.09(A) will not prohibit the incurrence of such additional any of the following items of Indebtedness or the issuance of any of the following Disqualified Stock or Preferred Stock (collectively, “Permitted Debt”): (i) the incurrence by the Company and its Subsidiaries of the existing Indebtedness outstanding as of the Issue Date; (ii) the incurrence by the Company and the application Guarantors of the proceeds Notes and the related Guarantees (and any exchanges of Notes and Guarantees thereof); (iii) the incurrence by the Company or any Guarantor of purchase money Indebtedness to finance the acquisition of personal property consisting solely of fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancing Indebtedness to refinance such Indebtedness; provided, however, that (A) the aggregate principal amount of Indebtedness permitted by this clause (iii) shall not exceed, at any one time outstanding, (x) if incurred to finance (or refinance) the acquisition of assets to be utilized in connection with the conduct of pre-clinical and clinical programs and studies, $2,000,000 and (y) for all outstanding other purposes, $250,000 and (B) if secured, such Liens shall attach only to the assets acquired with such Indebtedness and shall not extend to any other property or assets of the Issuer Company and any of its Subsidiaries; (iv) the incurrence by the Company or any of its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater of Permitted Refinancing Indebtedness to refinance any Indebtedness that was permitted to be incurred under Section 3.09(B) (other than 60% of the sum of clauses (without duplication):ii), (iii), (v) and (xxi) thereof); (1v) the Total Assets incurrence by the Company or any of the Issuer and its Subsidiaries as of intercompany Indebtedness (or the end guarantees of any such intercompany Indebtedness) between or among the calendar quarter covered Company or any of its Subsidiaries to the extent specifically excluded from the definition of Investment or otherwise constituting a Permitted Investment, provided, however, that (A) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qa Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not the Company or a Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is that was not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and by this clause (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such periodv); (3vi) in the case of Acquired Indebtedness or Indebtedness incurred in connection with issuance by any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with Company’s Subsidiaries to the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer Company or any of its Subsidiaries of shares of Preferred Stock; provided, however, that (A) any asset subsequent issuance or group transfer of assets since Capital Stock that results in any such Preferred Stock being held by a Person other than the first day Company or a Subsidiary and (B) any sale or other transfer of any such Preferred Stock to a Person that is not the Company or a Subsidiary, will be deemed, in each case, to constitute an issuance of such four-quarter period, whether Preferred Stock by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.Subsidiary that was not permitted by this clause (vi); (cvii) The Issuer shall notcontingent liabilities under performance, indemnity, bid, stay, customs, appeal, replevin and shall not permit surety bonds, performance and completion guarantees or similar instruments incurred in the ordinary course of business; (viii) the guarantee by the Company or any of its Subsidiaries to, incur any of Indebtedness secured by any Encumbrance upon of the Company or any of its Subsidiaries permitted to be incurred under any other provision of Section 3.09(B), provided that (A) any guarantee by the property Company or any Guarantor of the Issuer Indebtedness of any Subsidiary of the Company that is not a Guarantor shall be deemed to be an Investment, which such Investment must constitute a Permitted Investment hereunder and (B) if the Indebtedness being guaranteed is subordinated in right of payment or lien priority to or pari passu with the Notes, then the guarantee must be subordinated or pari passu, as applicable, in right of payment or lien priority to the same extent as the Indebtedness guaranteed; (ix) [Reserved]; (x) the incurrence of contingent liabilities arising out of endorsements of checks, drafts and other similar instruments for deposit or collection in the ordinary course of business; (xi) the incurrence of Indebtedness in the ordinary course of business under any agreement between the Company or any of its Subsidiaries and any commercial bank or other financial institution relating to Treasury Management Arrangements; (xii) Indebtedness (other than for borrowed money) owed to any Person providing property, casualty, liability or other insurance to the Company or any of its Subsidiaries, whether owned at so long as the date amount of such Indebtedness is not in excess of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application amount of the proceeds thereofunpaid cost of, and shall be incurred only to defer the cost of, the aggregate principal amount premiums with respect to such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (xiii) Obligations in respect of all outstanding governmental grants, financial aid, tax incentives, subsidies, tax holidays and other similar governmental benefits or incentives, and guarantees or restrictions related thereto; (xiv) Indebtedness of incurred by the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer Company or any of its Subsidiaries is greater than 40% constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or to landlords, utilities and/or vendors in the ordinary course of business, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 90 days following the due date thereof; (xv) Indebtedness representing deferred compensation or similar obligation to employees of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer Company or any of its Subsidiaries since or incurred in the end ordinary course of such calendar quarterbusiness; (xvi) customer deposits and advance payments received in the ordinary course of business from customers for goods and services in the ordinary course of business; (xvii) Indebtedness of the Company and its Subsidiaries, including those proceeds obtained to the extent the Net Proceeds thereof are promptly used (A) to purchase all of the outstanding Notes tendered for repurchase in connection with a Fundamental Change or (B) to redeem all of the outstanding Notes pursuant to Section 4.03; (xviii) Indebtedness incurred in connection with judgments, decrees, attachments or awards that do not constitute an Event of Default under Section 7.01(A)(viii) and for which no enforcement actions have been commenced; (xix) Indebtedness in the form of reimbursements owed to officers, directors, consultants and employees of the Company or any of its Subsidiaries in the ordinary course of business; (xx) [Reserved]; (xxi) additional Subordinated Indebtedness (and any Permitted Refinancing Indebtedness to refinance such Subordinated Indebtedness) that does not exceed ten million dollars ($10,000,000) at any time outstanding; and (xxii) Swap Agreements not entered into for speculative purposes. (C) For purposes of determining compliance with this Section 3.09, in the event that an item of proposed Indebtedness or Disqualified Stock meets the criteria of more than one of the categories of Permitted Debt described above, the Company will be permitted to classify all or a portion of such item of Indebtedness or Disqualified Stock on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness or Disqualified Stock (based on circumstances existing on the date of reclassification), in any manner that complies with this covenant. The accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the amortization of debt discount, the payment of interest on any Indebtedness in the form of additional Indebtedness, the payment of interest in the form of additional shares of preferred Capital Stock or Disqualified Stock, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant. (D) The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 3.09. (E) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such additional Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 3.09, the maximum amount of Indebtedness that the Company may incur pursuant to this Section 3.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (dF) The Issuer Section 3.09 will cease to apply from and after the date, if at all, on which the Company exercises its Subsidiaries may not at any time own Total Unencumbered Assets equal Covenant Defeasance right pursuant to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisSection 9.04.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (xxxi) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination. (b) The foregoing limitations will not apply to: (i) Indebtedness under the Credit Facilities (including the Notes issued on the Issue Date and the Existing Secured Notes) by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that immediately after giving effect to any such incurrence, the then-outstanding aggregate principal amount of all Indebtedness under this clause (i) does not exceed at any one time the sum of (A) $5,350 million and (B) (x) $1,750 million (the “Fixed Incremental Amount”), plus (y)(1) additional amounts of First Lien Indebtedness if, after giving effect to the incurrence thereof (but excluding the cash proceeds thereof for the purposes of calculating such ratio) the Company is in compliance, on a Pro Forma Basis, with a Consolidated Senior Secured First Lien Debt Ratio of not more than 3.00:1.00 and (2) additional amounts of Secured Indebtedness (other than First Lien Indebtedness) if, after giving effect to the incurrence thereof but excluding the cash proceeds thereof for the purposes of calculating such ratio, the Company is in compliance, on a Pro Forma Basis, with a Secured Net Leverage Ratio of not more than 4.75:1.00 (such amounts under subclauses (1) and (2), the “Ratio Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Amount”) as of the end of the most recent Measurement Period; provided that for purposes of clause (y), if the proceeds will be applied to finance a Limited Condition Transaction, the Ratio Incremental Amount will be determined in accordance with Section 1.04(b) hereof; provided, further, that if the Company or any Restricted Subsidiary incurs Indebtedness using the Fixed Incremental Amount on the same date that it incurs Indebtedness using the Ratio Incremental Amount, the Consolidated Senior Secured First Lien Debt Ratio or the Secured Net Leverage Ratio, as applicable, will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount; (ii) [reserved]; (iii) Indebtedness of the Company or any of its Restricted Subsidiaries existing, or any Preferred Stock of the Company or any Preferred Stock of the Company or any of its Restricted Subsidiaries issued, on the Issue Date (other than Indebtedness described in clauses (i) and (xxv)); (iv) Indebtedness among the Company and its Subsidiaries (including between or among Subsidiaries); provided that any such Indebtedness, individually, of the Company, any Co-Issuer or any Guarantor owing to a Non-Guarantor Subsidiary in excess of $15,000,000 must be expressly subordinated to the Obligations under this Indenture within 30 days of the incurrence of such Indebtedness; (v) Guarantees by the Company of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary; provided that (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 4.08 hereof (other than Intercompany clause (5) of the definition of “Permitted Investments”); (B) Guarantees permitted under this clause (v) shall be subordinated to the Obligations under this Indenture of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Holders as the Indebtedness so Guaranteed is subordinated to the Obligations under this Indenture; and (C) no Indebtedness incurred pursuant to Section 4.09(a) hereof or clauses (i) or (xxxi) of this Section 4.09(b), or any Permitted Refinancing Indebtedness in respect thereof shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is an Issuer or a Guarantor; (vi) (A) Indebtedness of the Company or any Restricted Subsidiary incurred to finance the acquisition, lease, construction, replacement, repair or improvement of any assets or other Investments permitted hereunder (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings); provided that (1) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, replacement, repair or improvement and (2) the aggregate amount of Indebtedness permitted pursuant to this clause (vi)(A) shall not exceed the greater of $100,000,000 and 13.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) at any time outstanding, and (B) any Permitted Refinancing Indebtedness in respect thereof; (vii) Indebtedness arising in connection with (A) Hedging Obligations entered into to hedge or mitigate risks to which the Company or any Restricted Subsidiary has actual or potential exposure (other than those in respect of Equity Interests of the Company or any of its Restricted Subsidiaries), except as may be related to convertible indebtedness, including to hedge or mitigate foreign currency and commodity price risks, (B) Hedging Obligations entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or Investment of the Company or any Restricted Subsidiary and (C) any accelerated share repurchase contract, prepaid forward purchase contract or similar contract with respect to the purchase by the Company of its Equity Interest, which purchase is permitted by Section 4.08 hereof; provided that Guarantees by any Issuer or any Guarantor of such Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 4.08 hereof; (viii) (A) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof (including any Indebtedness assumed in connection with the acquisition of a Restricted Subsidiary); provided that (1) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (2) the Company, on a Pro Forma Basis, could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in (a) and (B) any Permitted Refinancing Indebtedness in respect thereof; (ix) obligations in respect of workers’ compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self-insurance obligations, obligations in respect of bids, tenders, trade contracts, governmental contracts and leases, statutory obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Company or any Restricted Subsidiary, in each case in the ordinary course of business; (x) to the extent constituting Indebtedness, ifcontingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Company or any Restricted Subsidiary; (xi) to the extent constituting Indebtedness, immediately customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (xii) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (xiii) to the extent constituting Indebtedness, deferred compensation or similar arrangements payable to future, present or former directors, officers, employees, members of management or consultants of the Company and the Restricted Subsidiaries; (xiv) Indebtedness in respect of repurchase agreements constituting Cash Equivalents; (xv) Indebtedness consisting of promissory notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses or former spouses, domestic partners or former domestic partners to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.08 hereof; (xvi) cash management obligations and Indebtedness incurred by the Company or any Restricted Subsidiary in respect of netting services, overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management, including among the Company and its Restricted Subsidiaries, and deposit accounts; (xvii) (A) Indebtedness consisting of the financing of insurance premiums and (B) take-or-pay obligations constituting Indebtedness of the Company or any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (xviii) Indebtedness incurred by any Issuer or any Guarantor with respect to letters of credit, bank guarantees or similar instruments issued for the purposes described in clauses (13), (14), (16), (29) and (30) of the definition of “Permitted Liens” or issued to secure trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business or consistent with past practice and the obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (A) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence and (B) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed $50,000,000 at any time; (xix) obligations, contingent or otherwise, for the payment of money under any non-compete, consulting or similar agreement entered into with the seller of a Person that is to be acquired, in whose Equity Interests an Investment is to be made or whose (or whose business unit’s, line’s or division’s) assets are to be acquired in an acquisition permitted by Section 4.08 hereof or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (xx) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is permitted under Section 4.06 hereof; (xxi) other Indebtedness of the Company and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (xxi) shall not exceed the greater of $425,000,000 and 25.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) at any time outstanding; (xxii) unsecured Indebtedness in respect of obligations of the Company or any Restricted 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 in the ordinary course of business and not in connection with the borrowing of money; (xxiii) Indebtedness of Non-Guarantor Subsidiaries in an aggregate amount outstanding not to exceed the greater of $125,000,000 and 7.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) in the aggregate; provided that such Indebtedness is either (i) unsecured or (ii) secured by only the Equity Interests in or assets of such Non-Guarantor Subsidiary; (xxiv) to the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Company and its Subsidiaries including Guarantees and Investments permitted under clause (27) of the definition of “Permitted Investments”; (xxv) the Existing Unsecured Notes and any Permitted Refinancing Indebtedness in respect thereof; (xxvi) Indebtedness of the Company or any Restricted Subsidiary that is secured by Liens on the Collateral ranking junior to the Liens securing the Obligations under this Indenture; provided that after giving effect to the incurrence of such additional Indebtedness, a Secured Net Leverage Ratio, on a Pro Forma Basis, shall not exceed 4.75:1.00; (xxvii) Indebtedness and the application in respect of the proceeds thereof, the aggregate principal amount any letter of all outstanding credit or bank guarantee issued in favor of any issuing bank to support any defaulting lender’s participation in letters of credit otherwise permitted under this Section 4.09; (xxviii) Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (Restricted Subsidiary to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end that 100% of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to supported by any letter of credit issued under the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodCredit Agreement; (2xxix) customer deposits and advance payments received in the repayment or retirement ordinary course of any other Indebtedness by business from customers for goods and services purchased in the Issuer and its Subsidiaries since the first day ordinary course of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period)business; (3xxx) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4A) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer Company or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered Restricted Subsidiary in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the an aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.not

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred as revolving credit facilities under the Credit Facility in an aggregate amount not to exceed $1.7 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be; (4) Indebtedness in respect of the Notes issued on the Closing Date, most recently filed the related Note Guarantees by the Company and the other Guarantors, Indebtedness in respect of the Issuer’s 4.75% Senior Notes due 2024 issued on the Closing Date, and the related Guarantees of the 4.75% Senior Notes due 2024 by the Company and the other Guarantors; (5) Capital Lease Obligations and Indebtedness Incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the value of such asset owned by the Company or a Subsidiary; (6) Indebtedness (other than Indebtedness of the type covered by clause (1) or clause (2)) outstanding on the Closing Date after giving effect to the application of proceeds from the Notes; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (6) of this paragraph (b); (8) Hedging Obligations entered into in the ordinary course of the business and not for speculative purposes as determined in good faith by the Company; (9) customer deposits and advance payments received from customers for goods purchased in the ordinary course of business; (10) Indebtedness arising under the Cash Management Arrangements; and (11) Indebtedness Incurred by the Company or a Subsidiary in an aggregate principal amount which, together with all other Indebtedness of the Company and its Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (10) of this paragraph (b)), does not exceed $1.5 billion. (c) For purposes of determining compliance with the Commission foregoing covenant: (or1) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, if the Company, in its sole discretion, will classify and from time to time may reclassify such filing is not permitted under item of Indebtedness and only be required to include the Exchange Act, with the Trustee) prior to the incurrence amount and type of such additional IndebtednessIndebtedness in one of the above clauses, provided that any Indebtedness outstanding on the Closing Date and Indebtedness Incurred under clause (b)(5) above may not be reclassified to clause (a) above; and (2) an item of Indebtedness may be divided and classified, or reclassified, in more than one of the purchase price types of Indebtedness described above, provided that any assets included in Indebtedness outstanding on the definition of Total Assets acquired, Closing Date and the amount of any securities offering proceeds received Indebtedness Incurred under clause (b)(5) above may not be reclassified to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessclause (a) above. (d) The Issuer If during any period the Notes have achieved and continue to maintain Investment Grade Status and no Event of Default has occurred and is continuing (such period is referred to herein as an “Investment Grade Status Period”), then upon notice by the Company to the Trustee by the delivery of an Officers’ Certificate that it has achieved Investment Grade Status, this covenant will be suspended and will not during such period be applicable to the Company and its Subsidiaries and shall only again be applicable if such Investment Grade Status Period ends. No action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with this Section 4.3 will require reversal or constitute a default under the Notes in the event that this Section 4.3 is subsequently reinstated or suspended, as the case may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisbe.

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer Company is at least 2.0 to 1.0; and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and-35- (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred under the Revolving Credit Facility in an aggregate amount not to exceed $1.2 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be; (4) Indebtedness in respect of the Notes issued on the Closing Date, most recently filed and the related Note Guarantees by the Company and the other Guarantors and Indebtedness issued in respect of the $800,000,000 aggregate principal amount of Dollar Notes due 2019 and $700,000,000 aggregate principal amount of Dollar Notes due 2022 of Fresenius Medical Care U.S. Finance II, Inc. (collectively, the “US Notes”) issued on the Closing Date, and the related Guarantees of the US Notes by the Company and the other Guarantors; (5) Capital Lease Obligations and Indebtedness Incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the value of such asset owned by the Company or a Subsidiary; (6) Indebtedness (other than Indebtedness of the type covered by clause (1) or clause (2)) outstanding on the Closing Date after giving effect to the application of proceeds from the Notes; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (6) of this paragraph (b); (8) Hedging Obligations entered into in the ordinary course of the business and not for speculative purposes as determined in good faith by the Company; (9) customer deposits and advance payments received from customers for goods purchased in the ordinary course of business; -36- (10) Indebtedness arising under the Cash Management Arrangements; and (11) Indebtedness Incurred by the Company or a Subsidiary in an aggregate principal amount which, together with all other Indebtedness of the Company and its Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (10) of this paragraph (b)), does not exceed $900 million. (c) For purposes of determining compliance with the Commission foregoing covenant: (or1) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, if the Company, in its sole discretion, will classify and from time to time may reclassify such filing is not permitted under item of Indebtedness and only be required to include the Exchange Act, with the Trustee) prior to the incurrence amount and type of such additional IndebtednessIndebtedness in one of the above clauses, provided that any Indebtedness outstanding on the Closing Date and Indebtedness Incurred under clause (b)(5) above may not be reclassified to clause (a) above; and (2) an item of Indebtedness may be divided and classified, or reclassified, in more than one of the purchase price types of Indebtedness described above, provided that any assets included in Indebtedness outstanding on the definition of Total Assets acquired, Closing Date and the amount of any securities offering proceeds received Indebtedness Incurred under clause (b)(5) above may not be reclassified to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessclause (a) above. (d) The Issuer If during any period the Notes have achieved and continue to maintain Investment Grade Status and no Event of Default has occurred and is continuing (such period is referred to herein as an “Investment Grade Status Period”), then upon notice by the Company to the Trustee by the delivery of an Officers’ Certificate that it has achieved Investment Grade Status, this covenant will be suspended and will not during such period be applicable to the Company and its Subsidiaries and shall only again be applicable if such Investment Grade Status Period ends. No action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with this Section 4.3 will require reversal or constitute a default under the Notes in the event that this Section 4.3 is subsequently reinstated or suspended, as the case may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisbe.

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and any other Indebtedness incurred by Incurred under the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including Revolving Credit Facility in an aggregate amount not to refinance other Indebtedness, had occurred at the beginning of such periodexceed $1.0 billion; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and; (24) Indebtedness in respect of the purchase price of any assets included in Notes issued on the definition of Total Assets acquiredClosing Date, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), related Note Guarantees by the Issuer or any of its Subsidiaries since Company and the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.other Guarantors;

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred as revolving credit facilities under the Credit Facility in an aggregate amount not to exceed $1.7 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be; (4) Indebtedness in respect of the Notes issued on the Closing Date, most recently filed the related Note Guarantees by the Company and the other Guarantors, Indebtedness in respect of the Issuer’s 4.125% Senior Notes due 2020 issued on the Closing Date and the related Guarantees of the 4.125% Senior Notes due 2020 by the Company and the other Guarantors ; (5) Capital Lease Obligations and Indebtedness Incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, in the case of a Sale and Leaseback Transaction, to finance the value of such asset owned by the Company or a Subsidiary; (6) Indebtedness (other than Indebtedness of the type covered by clause (1) or clause (2)) outstanding on the Closing Date after giving effect to the application of proceeds from the Notes; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (6) of this paragraph (b); (8) Hedging Obligations entered into in the ordinary course of the business and not for speculative purposes as determined in good faith by the Company; (9) customer deposits and advance payments received from customers for goods purchased in the ordinary course of business; (10) Indebtedness arising under the Cash Management Arrangements; and (11) Indebtedness Incurred by the Company or a Subsidiary in an aggregate principal amount which, together with all other Indebtedness of the Company and its Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (10) of this paragraph (b)), does not exceed $1.5 billion. (c) For purposes of determining compliance with the Commission foregoing covenant: (or1) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, if the Company, in its sole discretion, will classify and from time to time may reclassify such filing is not permitted under item of Indebtedness and only be required to include the Exchange Act, with the Trustee) prior to the incurrence amount and type of such additional IndebtednessIndebtedness in one of the above clauses, provided that any Indebtedness outstanding on the Closing Date and Indebtedness Incurred under clause (b)(5) above may not be reclassified to clause (a) above; and (2) an item of Indebtedness may be divided and classified, or reclassified, in more than one of the purchase price types of Indebtedness described above, provided that any assets included in Indebtedness outstanding on the definition of Total Assets acquired, Closing Date and the amount of any securities offering proceeds received Indebtedness Incurred under clause (b)(5) above may not be reclassified to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessclause (a) above. (d) The Issuer If during any period the Notes have achieved and continue to maintain Investment Grade Status and no Event of Default has occurred and is continuing (such period is referred to herein as an “Investment Grade Status Period”), then upon notice by the Company to the Trustee by the delivery of an Officers’ Certificate that it has achieved Investment Grade Status, this covenant will be suspended and will not during such period be applicable to the Company and its Subsidiaries and shall only again be applicable if such Investment Grade Status Period ends. No action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with this Section 4.3 will require reversal or constitute a default under the Notes in the event that this Section 4.3 is subsequently reinstated or suspended, as the case may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisbe.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall not nor will the Company permit any of its Restricted Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Debt), issue Disqualified Capital Stock or issue any shares of Preferred Stock; provided, however, that the Company and any Guarantor may incur any IndebtednessIndebtedness (including Acquired Debt), other than Intercompany Indebtednessissue Disqualified Capital Stock or issue Preferred Stock, if, immediately after giving effect to if (i) the incurrence of such additional Indebtedness and the application Consolidated Total Leverage Ratio of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries (on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1combined basis) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters Company’s most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall would have been less no greater than 1.5:1, 5.00 to 1.00 determined on a pro forma basis after giving effect thereto (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, and to the application of proceeds therefrom had occurred at the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day beginning of such four-quarter period and (ii) such Indebtedness, Disqualified Capital Stock or Preferred Stock has a final scheduled maturity date or liquidation preference date later than the application final scheduled maturity date of the proceeds therefromNotes. (b) The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”): (i) Indebtedness represented by the Initial Notes (as increased from time to time by PIK Interest), including to refinance other Indebtednessthe Guarantees thereof, had occurred at the beginning of such periodand any PIK Notes; (2ii) any Indebtedness of the repayment Company or retirement of any other of its Restricted Subsidiaries owing to the Company or any of its Restricted Subsidiaries; provided, however, if the Company or any Guarantor is the obligor on such Indebtedness by and the Issuer and its Subsidiaries since payee is not the first day of Company or a Guarantor, such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon expressly subordinated to the average daily balance prior payment in full in cash of such Indebtedness during such period)the Notes; (3iii) any Indebtedness to finance Capital Lease Obligations in the case ordinary course of Acquired Indebtedness or Indebtedness incurred business, in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect an amount not to such acquisition being included in such pro forma calculationexceed $10,000,000; and (4iv) Indebtedness pursuant to the PGE Facility in an aggregate principal amount of €5,000,000; (v) any Indebtedness arising in connection with customary joint venture arrangements; (vi) endorsement of negotiable instruments for deposit or collection in the case ordinary course of any acquisition or disposition business; (vii) non-recourse Indebtedness incurred by the Issuer Company or any of its Subsidiaries to finance the payment of any asset or group of assets since the first day insurance premiums of such four-quarter periodPerson; (viii) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (ix) Indebtedness arising from customary cash management and treasury services (including, whether by mergerwithout limitation, stock purchase merchant services, direct deposit of payroll, check cashing services, overdraft facilities, foreign exchange services, controlled disbursement services, automated clearinghouse transactions, any direct debit scheme or salearrangement, and interstate depository network services), employee credit card programs and the honoring of check, draft of similar instrument against insufficient funds or from the endorsement of instruments for collection, in each case, in the ordinary course of business and not representing Indebtedness for borrowed money; (x) Indebtedness consisting of corporate credit card obligations incurred in the ordinary course of business; (xi) Subordinated Indebtedness; (xii) hedging obligations entered into in the Company’s or any of its Subsidiaries’ ordinary course of business for the purpose of hedging currency risks or interest rate risks (but not for speculative purposes); (xiii) Indebtedness of the Company or any Guarantor in an aggregate principal amount, together with any refinancing in respect thereof, not to exceed $10,000,000 at any time; and (xiv) Permitted Refinancing Indebtedness in exchange for, or asset purchase or salethe net proceeds of which are used to refund, such acquisition or disposition or any related repayment of refinance, replace, Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect that was permitted pursuant to such acquisition or disposition being included in such pro forma calculationthis Section 3.08 (other than Section 3.08(b)(iv)). (c) The Issuer shall notFor purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xiv) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and shall such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. However, Indebtedness incurred under the PGE Facility will be deemed to have been incurred pursuant to Section 3.08(b)(iv) and may not permit be reclassified. Accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest (including interest paid in kind) or dividends in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this Section 3.08. (d) For purposes of determining compliance with any United States dollar restriction on the incurrence of its Subsidiaries toIndebtedness where the Indebtedness incurred is denominated in a different currency, incur any the amount of such Indebtedness secured by any Encumbrance upon any of will be the property of the Issuer or any of its Subsidiaries, whether owned at United States Dollar Equivalent determined on the date of the Indenture incurrence of such Indebtedness (or thereafter acquiredin the case of revolving debt on the date first committed); provided, ifhowever, immediately after giving effect that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to United States dollars covering all principal, premium, if any, and interest, if any, payable on such Indebtedness, the amount of such Indebtedness expressed in United States dollars will be as provided in such currency agreement. The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the United States Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such United States Dollar Equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, or (2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the United States Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. Increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such additional Indebtedness secured by an Encumbrance and the application Guarantee or letter of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qcredit, as the case may be, most recently filed was in compliance with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessthis covenant. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred under the Revolving Credit Facility in an aggregate amount not to exceed $1.2 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness -38- (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and; (24) Indebtedness in respect of the purchase price of any assets included in Notes issued on the definition of Total Assets acquiredClosing Date, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), related Note Guarantees by the Issuer or any of its Subsidiaries since Company and the end of such calendar quarter, including those proceeds obtained other Guarantors and indebtedness issued in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% respect of the $650,000,000 aggregate outstanding principal amount of 5.75% Senior Notes due 2021 (the Unsecured Indebtedness “US Notes”) issued on the Closing Date, and the related Guarantees of the Issuer US Notes by the Company and its Subsidiaries on a consolidated basis.the other Guarantors;

Limitation on Incurrence of Indebtedness. (a) The Issuer shall not, and Company shall not permit create, incur, assume, issue, guarantee or in any manner become directly liable for or with respect to the payment of its Subsidiaries to(collectively, incur to “incur”) any Indebtedness, other than Intercompany except for Permitted Indebtedness; provided that the Company will be permitted to incur Indebtedness if at the time of such incurrence (A) the Fixed Charge Coverage Ratio for the Company’s immediately preceding four fiscal quarters, iftaken as one period, immediately would have been at least equal to 1.75 to 1.00 prior to January 1, 1999 and 2.00 to 1.00 thereafter, after giving pro forma effect to (i) the incurrence of such additional Indebtedness, the payment of related interest, to the extent applicable, and (if applicable) the application of the net proceeds therefrom including to refinance other Indebtedness, as if such Indebtedness had been incurred, and the application of such proceeds had occurred, on the proceeds thereoffirst day of such four-quarter period, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1ii) the Total Assets incurrence, repayment or retirement of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries Company since the first day of such four-quarter period and the application of the proceeds therefromas if such Indebtedness had been incurred, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment repaid or retirement of any other Indebtedness by the Issuer and its Subsidiaries since retired on the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); ) and (3iii) in the case acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of Acquired Indebtedness any company, entity, business or Indebtedness incurred in connection with any acquisition security since the first day of such four-quarter period, period and the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case receipt of any dividends or income associated with any such acquisition, as if such acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since had occurred on the first day of such four-quarter periodperiod and (B) the Company’s Leverage Ratio, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such giving pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and (if applicable) the application of the net proceeds thereoftherefrom would be 0.60 to 1.00 or less; provided, however, that the aggregate principal amount of all outstanding Indebtedness ability of the Issuer and its Subsidiaries on a consolidated basis which is secured by Company to incur any Encumbrance on property of Indebtedness shall not be subject to the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered Fixed Charge Coverage Ratio set forth in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) this paragraph prior to the incurrence delivery of such additional Indebtedness; and (2) the purchase price of any assets included in financial statements for the definition of Total Assets acquiredCompany’s fiscal quarter ending September 30, and the amount of any securities offering proceeds received (1997 pursuant to the extent such proceeds were not used to acquire items included covenant contained in the definition Section 3.9 (Provision of Total Assets or used to reduce IndebtednessFinancial Statements and Reports), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including 55 Acquired Debt); PROVIDED, HOWEVER, that the Company may incur Indebtedness (including Acquired Debt) and any IndebtednessRestricted Subsidiary of the Company that is a Guarantor or, other than Intercompany Indebtednessupon such incurrence becomes a Guarantor, may incur Indebtedness if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereofin each case, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Fixed Charge Coverage Ratio for the four consecutive fiscal quarters Company's most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall would have been less than 1.5:1at least 2.5 to 1.0, determined on a pro forma PRO FORMA basis after giving effect thereto and to the (including a PRO FORMA application of the net proceeds therefrom), and calculated on as if the assumption that: (1) such additional Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qincurred, as the case may be, most recently filed with at the Commission beginning of such four quarter period. (orb) The Company will not, if directly or indirectly, incur any Indebtedness (nor will the Company permit any Subsidiary Guarantor to guarantee such filing Indebtedness) that is not permitted under contractually subordinated in right of payment to any other Indebtedness of the Exchange Act, with the Trustee) prior Company unless such Indebtedness is also contractually subordinated in right of payment to the incurrence Notes on substantially identical terms; PROVIDED, HOWEVER, that no such Indebtedness of such additional Indebtedness; andthe Company shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured. (2c) The provisions of SECTION 4.09(A) hereof shall not apply to the following items of Indebtedness (collectively, "Permitted Debt"): (i) the purchase price incurrence by the Company (and the guarantee thereof by the Guarantors) of any assets included Indebtedness and letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) under Credit Facilities; PROVIDED that the aggregate principal amount of all revolving credit Indebtedness and letters of credit outstanding under Credit Facilities after giving effect to such incurrence does not exceed $26.0 million; (ii) Indebtedness outstanding on the Issue Date and disclosed in the definition of Total Assets acquired, Offering Circular; (iii) the incurrence by the Company (and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), Guarantee thereof by the Issuer Guarantors) of Indebtedness represented by the Notes and the Guarantees issued on the Issue Date in an aggregate principal amount not to exceed $132.0 million; (iv) the incurrence by the Company or any of its Restricted Subsidiaries since of Indebtedness (x) represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the end purpose of financing all or any of the purchase price or cost of construction, installation, design, or improvement of real or personal property, plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such calendar quarterassets) or the acquisition of Equity Interests of any Person owning such assets, including those and (y) represented solely by mortgage financings incurred for any other purpose permitted under this Indenture in an aggregate principal amount under clauses (x) and (y) not to exceed $3.0 million at any time outstanding; PROVIDED, that payments in respect of any such Capital Lease Obligation shall be included in the amounts set forth under SECTION 4.19; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds obtained of which are used to renew, refund, refinance, defease, discharge or replace Indebtedness permitted to be incurred by this Indenture (other than Indebtedness permitted under clause (i)); (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that (i) such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or, the Guarantee, in the case of the Guarantor, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person, or the sale or other transfer of a Lien in respect of such Indebtedness (other than Permitted Liens of the type described in clause (i) or (xiv) of the definition thereof that secure First Priority Claims that are permitted under this Indenture or Permitted Liens, of the type described in clause (vii) of the definition thereof, that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this SECTION 4.09; (viii) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bankers' acceptances or payment obligations in connection with self-insurance or similar requirements (including Indebtedness represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing) incurred in the ordinary course of business; (ix) 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; (x) Indebtedness of the Company or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case, in accordance with this Indenture; (xi) the incurrence by the Company or any of such its Restricted Subsidiaries of additional Indebtedness. Indebtedness in an aggregate principal amount (dor accreted value, as applicable) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal outstanding, including all outstanding Permitted Refinancing Indebtedness incurred to less than 150% of the aggregate outstanding principal amount of the Unsecured refund, refinance or replace any Indebtedness of the Issuer and its Subsidiaries on a consolidated basisincurred pursuant to this clause (xi), not to exceed $2.0 million.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, incur to Incur any Indebtedness; provided, other however, that the Company may Incur Indebtedness if on the date thereof the Consolidated Coverage Ratio would be greater than Intercompany 2.0:1. (b) Notwithstanding the foregoing, the Company may Incur the following Indebtedness, if, immediately after giving effect : (i) Indebtedness Incurred pursuant to the incurrence of such additional Indebtedness and New Senior Secured Facilities (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the application of the proceeds definition thereof), provided, however, that the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (i) does not exceed $110 million at any time outstanding less the aggregate principal amount thereof repaid with the net proceeds of Asset Dispositions (to the extent, in the case of such repayment of revolving credit indebtedness, the commitment to advance loans has been terminated); (ii) Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in a Permitted Business or Incurred to refinance any such purchase price or cost of construction or improvement, in each case Incurred no later than 365 days after the date of such acquisition or the date of completion of such construction or improvement; provided, however, that the principal amount of any Indebtedness Incurred pursuant to this clause (ii) shall not exceed $3 million at any time outstanding; (iii) Indebtedness of the Issuer Company owing to and its Subsidiaries on held by any Wholly-Owned Subsidiary or Indebtedness of a consolidated basis determined Restricted Subsidiary owing to and held by the Company or any Wholly-Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in accordance with GAAP is greater than 60% any such Wholly-Owned Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to the sum Company or any Wholly-Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of (without duplication):such Indebtedness by the issuer thereof; (1iv) Indebtedness represented by (w) the Total Assets Securities, (x) the Guarantees, (y) Existing Indebtedness and (z) any Refinancing Indebtedness Incurred in respect of the Issuer and its Subsidiaries as of the end of the calendar quarter covered any Indebtedness described in the Issuer’s Annual Report on Form 10-K this clause (iv) or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission Incurred pursuant to paragraph (or, if such filing is not permitted under the Exchange Act, with the Trusteea) prior to the incurrence of such additional Indebtedness; andabove; (2A) the purchase price Indebtedness of any assets included in the definition of Total Assets acquired, a Restricted Subsidiary Incurred and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to outstanding on the date on which such restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred in anticipation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness is pursuant to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: paragraph (1a) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately above after giving effect to the incurrence Incurrence of such additional Indebtedness secured pursuant to this clause (v) and (B) Refinancing Indebtedness Incurred by an Encumbrance and the application a Restricted Subsidiary in respect of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured Incurred by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of such Restricted Subsidiary pursuant to this clause (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtednessv), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.;

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur create, incur, assume or directly or indirectly guarantee or in any Indebtedness, other than Intercompany Indebtedness, manner become directly or indirectly liable for (“incur”) any Indebtedness (including Acquired Debt) if, immediately after giving pro forma effect to the such incurrence of such additional Indebtedness and the application of the proceeds thereof, the Debt to Consolidated -45- EBITDA Ratio of the Company and its Restricted Subsidiaries is more than 6.75 to 1.00 (any such Indebtedness so permitted to be incurred, “Permitted Leverage Ratio Debt”), provided that Non-Guarantors may not incur Indebtedness under this Section 4.07(a) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of the greater of (i) $40.0 million and (ii) 2.5% of Consolidated Total Assets would be outstanding pursuant to this Section 4.07(a) at such time. (b) Section 4.07(a) will not apply to the incurrence of any of the following (collectively, “Permitted Indebtedness”): (i) Indebtedness of the Company and the Subsidiary Guarantors incurred under Senior Credit Facilities, and Refinancing Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed (i) $300.0 million plus (ii) 400% of all outstanding L8QA Consolidated EBITDA; plus in the case of any Refinancing Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness; (ii) Indebtedness of the Issuer Company represented by (a) the Notes issued on the Issue Date and its Subsidiaries on (b) Indebtedness of any Subsidiary Guarantor represented by a consolidated basis determined Subsidiary Guarantee in respect therefor or in respect of Additional Notes incurred in accordance with GAAP is greater than 60% this Indenture; (iii) Indebtedness of the sum Company or any of its Restricted Subsidiaries consisting of (without duplication):a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with past practice; (1iv) the Total Assets incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to or held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of the Issuer and its Subsidiaries as Company, or the Guarantee of the end of the calendar quarter covered such Subsidiary Guarantor, in the Issuer’s Annual Report on Form 10-K case of a Subsidiary Guarantor; and (i) any subsequent issuance or Quarterly Report on Form 10-Qtransfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any transfer or other disposition of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, most recently filed that was not permitted by this clause (iv); (v) Indebtedness of the Company consisting of guarantees of Indebtedness and other obligations of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary consisting of guarantees of any Indebtedness and other obligations of the Company or another Restricted Subsidiary, which Indebtedness of the Company or another Restricted Subsidiary has been incurred in accordance with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence provisions of such additional Indebtedness; andthis Indenture; (2vi) Hedging Obligations (not for speculative purposes); (vii) Permitted Purchase Money Indebtedness, Capital Lease Obligations, mortgage financings and other similar Indebtedness so long as the purchase price aggregate amount of any assets included in all such Permitted Purchase Money Indebtedness, Capital Lease Obligations, mortgage financings and other similar Indebtedness does not exceed the definition greater of $100.0 million and 6.0% of Consolidated Total Assets acquired, and calculated at the amount time of incurrence at any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness.one time outstanding; (bviii) The Issuer shall not, and shall not permit any Acquisition Debt of its Subsidiaries to, incur any Indebtedness the Company or a Restricted Subsidiary if the ratio of Consolidated Income Available for (w) such Acquisition Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to is incurred within 270 days after the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related definitive acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition agreement or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QLMA, as the case may be, most recently filed was entered into by the Company or such Restricted Subsidiary, (x) the aggregate principal amount of such Acquisition Debt is no greater than the aggregate principal amount of Acquisition Debt set forth in a notice from the Company to the Trustee (an “Incurrence Notice”) within 30 days after the date on which the related definitive acquisition agreement or LMA, as the case may be, was entered into by the Company or such Restricted Subsidiary, which notice shall be executed on the Company’s behalf by the chief financial officer of the Company in such capacity and shall describe in reasonable detail the acquisition or LMA, as the case may be, which such Acquisition Debt will be incurred to finance, (y) after giving pro forma effect to the acquisition or LMA, as the case may be, described in such Incurrence Notice, the Company or such Restricted Subsidiary could have incurred such Acquisition Debt under this Indenture as of the date upon which the Company delivers such Incurrence Notice to the Trustee and (z) such Acquisition Debt is utilized solely to finance the acquisition or LMA, as the case may be, described in such Incurrence Notice (including to repay or refinance Indebtedness or other obligations incurred in connection with such acquisition or LMA, as the case may be, and to pay related fees and expenses); (ix) Indebtedness of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition or LMA or (y) Persons that are acquired by the Company or any Restricted Subsidiaries or merged with or into or consolidated with the Commission (or, if such filing is not permitted under the Exchange Act, Company or a Restricted Subsidiary in accordance with the Trusteeterms of this Indenture; provided that such Indebtedness is in an aggregate amount not to exceed (i) $100.0 million at any time outstanding plus (ii) unlimited additional Indebtedness if after giving pro forma effect to such acquisition, LMA, merger or consolidation and incurrence of Indebtedness, either: (a) the Company would be permitted to incur at least $1.00 of Permitted Leverage Ratio Debt (measured at the time of entry into definitive documentation); (b) the Debt to Consolidated EBITDA Ratio of the Company and the Restricted Subsidiaries (measured at the time of entry into definitive documentation) would not be greater than immediately prior to the incurrence of such additional Indebtednessacquisition, LMA, merger or consolidation; andor (2c) the purchase price such Indebtedness is Acquired Debt of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer a Person or any of its Subsidiaries since existing at the end time such Person becomes a Restricted Subsidiary and not incurred in contemplation thereof (provided that, in the case of clause (c), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such calendar quarterIndebtedness prior to such Person becoming a Restricted Subsidiary, including those proceeds obtained on the date of consummation of such acquisition, merger, consolidation or other combination); (x) Refinancing Indebtedness in respect of Indebtedness permitted by Section 4.07(a), clause (iii) above, clause (viii) above, clause (ix) above, this clause (x) or clause (xi), (xvi) or (xix) below; (xi) Indebtedness of the Company or any Subsidiary Guarantor existing on the Issue Date; (xii) Indebtedness consisting of customary indemnification, obligations in respect of earn-outs, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition, LMA or disposition of any business or assets; (xiii) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation to letters of credit in respect to workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such additional Indebtedness, such obligations are reimbursed within 60 days following such drawing or incurrence; (xiv) Obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments) in respect of customs, self-insurance, performance, bid, appeal and surety bonds, completion guarantees, guarantees of, and deposits with, customers, licensees, partners and suppliers and similar obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business; (xv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from Cash Management Services; (xvi) Indebtedness of Non-Guarantors, together with any Refinancing Indebtedness in respect thereof, in an aggregate amount not to exceed the greater of (a) $40.0 million and (b) 2.5% of Consolidated Total Assets at any time outstanding; (xvii) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Company or any of its Restricted Subsidiaries or arising under any Receivables Facility; (xviii) Indebtedness of the Company or a Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease or discharge or otherwise prepay the Notes under Section 8.01; -48- (xix) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (xix) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company, in each case, subsequent to the Issue Date; provided, however, that (a) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (b) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments; (i) unsecured Indebtedness of the Company owing to any then existing or former director, officer or employee of the Company or any of its Restricted Subsidiaries or their respective assigns, estates, heirs or their current or former spouses for the repurchase, redemption or other acquisition or retirement for value of any Capital Stock held by them that would have otherwise been permitted pursuant to clause 4.05(b)(ix) above; and (ii) Indebtedness of the Company and its Restricted Subsidiaries in addition to that described in clauses (i) through (xx) above, and any renewals, extensions, substitutions, refundings, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness incurred and then outstanding pursuant to this clause (xxi) does not exceed the greater of $100.0 million and 6.00% of Consolidated Total Assets calculated at the time of incurrence at any one time outstanding, plus, in the case of any such renewals, extensions, substitutions, refundings, refinancings or replacements of Indebtedness permitted under this clause (xxi) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith such refinancing. Any Indebtedness incurred pursuant to this clause (xxi) shall cease to be deemed incurred pursuant to this clause (xxi), and shall be deemed to be Permitted Leverage Ratio Debt, from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness as Permitted Leverage Ratio Debt. (c) For purposes of determining compliance with this covenant: (i) In the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness permitted pursuant to clauses (i) through (xxi) above, the Company shall, in its sole discretion, be permitted to classify such item of Indebtedness in any manner that complies with this covenant and may from time to time reclassify such items of Indebtedness in any manner that would comply with this covenant at the time of such reclassification; for the avoidance of doubt, any incurrence of Indebtedness may, if applicable, be classified in part as being incurred under Section 4.07(a) and in part under one or more categories of Permitted Indebtedness; (ii) Indebtedness permitted by this Section 4.07 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.07 permitting such Indebtedness; (iii) In the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.07, the Company, in its sole discretion, shall classify such Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses; (iv) Accrual of interest (including interest paid-in-kind) and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.07; and (v) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof. (d) The Issuer and its Subsidiaries may not at Notwithstanding any time own Total Unencumbered Assets equal to less than 150% other provision of this Section 4.07: (i) the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the aggregate outstanding principal amount Company may incur pursuant to this Section 4.07 shall not be deemed to be exceeded solely as a result of fluctuations in the Unsecured exchange rate of currencies; and (ii) Indebtedness incurred pursuant to the Senior Credit Facilities prior to or on the date of the Issuer and its Subsidiaries on a consolidated basisthis Indenture shall be treated as incurred pursuant to Section 4.07(b)(i).

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired 50 Debt); provided, however, that the Company and any of its Restricted -------- ------- Subsidiaries may incur any Indebtedness, other than Intercompany Indebtedness, Indebtedness (including Acquired Debt) if, immediately after giving effect to the incurrence of such additional Indebtedness and the receipt and application of the proceeds thereoftherefrom, the aggregate principal amount Interest Coverage Ratio would be greater than: (i) for the period prior to July 1, 2003, 1.75:1 and (ii) for the period thereafter, 2.0:1. The foregoing paragraph of all outstanding Indebtedness this covenant will not prohibit the of any of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% following items of the sum of Indebtedness (without duplicationcollectively, "Permitted Debt"): (1) the Total Assets incurrence by the Company and its Restricted Subsidiaries of their respective Existing Indebtedness; (2) the incurrence by Edison Mission Energy of Indebtedness under the Credit Facilities, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (2), provided that the aggregate amount of all Indebtedness of Edison Mission Energy outstanding under Credit Facilities after giving effect to such incurrence does not exceed an amount equal to $1.275 billion less the aggregate amount of all Net Cash Proceeds from Asset Sales in excess of $400.0 million applied by Edison Mission Energy since the date of this Agreement to permanently repay Indebtedness under Credit Facilities pursuant to Section 5.17; (3) the incurrence by the Company of Indebtedness represented by the Term Loans, the Notes to be issued on the date of the Issuer Indenture and the Exchange Notes to be issued pursuant to the Registration Rights Agreement; (4) the incurrence by the Company or any of its Restricted Subsidiaries as of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the end purchase price or cost of development, construction and related financing costs, commissioning, testing or improvements of, or repairs or additions to, property, plant or equipment used in the Company's business or the business of such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $100.0 million at any time outstanding; provided that such Indebtedness shall not constitute more than 100% (determined in accordance with GAAP) to the Company or such Restricted Subsidiary, as applicable, of the calendar quarter covered total purchase price of or cost of such developments, construction, related financing costs, commissioning, testing and improvements and repairs and additions; (5) the incurrence by any of the Company's Restricted Subsidiaries of Non- Recourse Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations and including any such Non-Recourse Debt that is Attributable Debt incurred in connection with a Sale and Leaseback Transaction, in each case incurred for the purpose of financing all or any part of the purchase price or cost of development, construction and related financing costs, commissioning, testing or improvements of, or repairs or additions to, or working capital in amounts consistent with past practice and in the Issuer’s Annual Report ordinary course of business related to, property, plant or equipment used in the Company's business or the business of such Restricted Subsidiary, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Non-Recourse Debt incurred pursuant to this clause (5); provided that such Indebtedness shall not constitute more than 100% (determined in accordance with GAAP) to the Company or such Restricted Subsidiary, as applicable, of the total purchase price of or cost of such developments, construction, related financing costs, commissioning, testing and improvements, repairs and additions and working capital; (6) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (1), (2), (3), (4), (5), (6) or (14) of this Section 5.8; (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: -------- ------- (a) if the Company is the obligor on Form 10-K such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Term Loans, and (i) any subsequent issuance or Quarterly Report on Form 10-Qtransfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or one of its Restricted Subsidiaries thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or one of its Restricted Subsidiaries will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is that was not permitted under by this clause (7); (8) the Exchange Actincurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; (9) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or one of its Restricted Subsidiaries that was permitted to be incurred by another provision of this Section 5.8 (other than the provision described in clause (5)); (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, with draft or similar instrument inadvertently drawn against insufficient funds in the Trusteeordinary course of business; (11) prior shares of preferred stock of a Restricted Subsidiary of the Company issued to the Company or another of its Restricted Subsidiaries; (12) Indebtedness in respect of performance and surety bonds, terminable Guarantees and/or other similar forms of Indebtedness provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (13) the incurrence by any of the Company's Restricted Subsidiaries of Indebtedness represented by letters of credit issued by financial institutions for the account of such additional IndebtednessRestricted Subsidiary in support of Trading Activities undertaken by one or more of the Company's Restricted Subsidiaries, the total amount available under such letters of credit together with any reimbursement obligations in respect thereof not to exceed $200.0 million at any time outstanding; and (214) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), incurrence by the Issuer Company or any of its Restricted Subsidiaries since the end of such calendar quarteradditional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall notall Permitted Refinancing Indebtedness incurred to refund, and shall not permit any of its Subsidiaries to, incur refinance or replace any Indebtedness if incurred pursuant to this clause (14), not to exceed $100.0 million. For purposes of determining compliance with this Section 5.8, in the ratio event that an item of Consolidated Income Available for proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness described in clauses (1) through (14) above, or is entitled to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and pursuant to the application first paragraph of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.this

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur Incur any Indebtedness (including Acquired Indebtedness, other than Intercompany ); provided that the Company and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness, ) if, immediately after giving effect to the incurrence Incurrence of such additional Indebtedness and the receipt and application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission therefrom (or, if at the Company’s option, on the date of the initial borrowing of such filing is not permitted under Indebtedness or entry into the Exchange Act, with definitive agreement providing the Trustee) prior commitment to fund such Indebtedness after giving Pro Forma effect to the incurrence Incurrence of the entire committed amount of such additional Indebtedness (such committed amount, a “Coverage Ratio Tested Committed Amount”), in which case such Coverage Ratio Tested Committed Amount may thereafter be borrowed and reborrowed in whole or in part, from time to time without further compliance with this proviso, the Consolidated Fixed Charge Coverage Ratio, determined on a Pro Forma Basis, including as if any such Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries other Indebtedness Incurred since the end beginning of such calendar quarterthe Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, including those proceeds obtained in connection with and any other Indebtedness repaid since the incurrence beginning of such additional Indebtednessthe Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be equal to or greater than 2.00:1.00. (b) The Issuer shall notNotwithstanding Section 3.3(a), and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer Company and its Restricted Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationmay Incur Permitted Debt. (c) The Issuer For purposes of determining any particular amount of Indebtedness under this Section 3.3, Guarantees or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall notnot be included. For purposes of determining compliance with this Section 3.3, (i) in the event that an item of Indebtedness Incurred pursuant to the definition of “Permitted Debt” meets the criteria of more than one of the types of Indebtedness described therein or is entitled to be Incurred pursuant to Section 3.3(a), the Company, in its sole discretion, shall divide or classify, and from time to time may divide or reclassify, all or any portion of such item of Indebtedness; provided that Indebtedness Incurred under the Credit Facilities on the Issue Date shall not permit any at all times be treated as Incurred pursuant to clause (1) of its Subsidiaries tothe definition of “Permitted Debt”; provided, incur further that (if the Company shall so determine) any Indebtedness secured by any Encumbrance upon any Incurred pursuant to (x) clauses (22) or (28) of the property definition of “Permitted Debt” shall cease to be deemed outstanding for purposes of any such clause but shall instead be deemed Incurred for the purposes of Section 3.3(a) from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such Indebtedness under Section 3.3(a) without reliance on such clause or subclause and (y) subclause (1)(I)(C) under the definition of “Permitted Debt” shall cease to be deemed Incurred or outstanding pursuant to such subclause but shall be deemed Incurred for purposes of subclause (1)(II) of the Issuer definition of “Permitted Debt” from and after the first date on which the Company or any of its Subsidiaries, whether owned at the date a Restricted Subsidiary could have Incurred such Indebtedness under subclause (1)(II) of the Indenture definition of “Permitted Debt” without reliance on such subclause, (ii) in the event that Indebtedness could be Incurred in part under Section 3.3(a), the Company, in its sole discretion, may classify a portion of such Indebtedness as having been Incurred under Section 3.3(a) and the remainder of such Indebtedness as having been Incurred pursuant to the definition of “Permitted Debt,” (iii) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP, (iv) the principal amount of Indebtedness outstanding under any clause or thereafter acquired, if, immediately subclause of this Section 3.3 or the definition of “Permitted Debt” shall be determined after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereofof any such Indebtedness to refinance any such other Indebtedness, the aggregate principal amount (v) if any commitments in respect of all outstanding revolving or deferred draw Indebtedness of the Issuer and its Subsidiaries are established in reliance on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): either clause (1) the Total Assets of the Issuer and its Subsidiaries as definition of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K “Permitted Debt” or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included provision in the definition of “Permitted Debt” measured by reference to Four Quarter Consolidated Adjusted EBITDA or a percentage of Consolidated Total Assets, as applicable, at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving Pro Forma effect to the Incurrence of the entire committed amount of such Indebtedness (such committed amount, a “Grower Tested Committed Amount”) may thereafter be borrowed and reborrowed, in whole or in part, from time to time, irrespective of whether or not such Incurrence would cause such basket in clause (1) of the definition of “Permitted Debt,” Four Quarter Consolidated Adjusted EBITDA or percentage of Consolidated Total Assets acquiredto be exceeded and such Grower Tested Committed Amount shall be deemed outstanding pursuant to such basket so long as such commitments are in effect, (vi) if any Indebtedness is Incurred to Refinance Indebtedness (or unutilized commitments in respect of Indebtedness) initially Incurred (or established) (or, to Refinance Indebtedness Incurred (or commitments established)) in reliance on any provision of the definition of “Permitted Debt” measured by reference to Four Quarter Consolidated Adjusted EBITDA or a percentage of Consolidated Total Assets, as applicable, and such Refinancing would cause such Four Quarter Consolidated Adjusted EBITDA or percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the amount Four Quarter Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on the date of any securities offering proceeds received such Refinancing, such Four Quarter Consolidated Adjusted EBITDA or percentage of Consolidated Total Assets, as applicable, restriction shall not be deemed to be exceeded (and such newly Incurred Indebtedness shall be deemed permitted) to the extent the principal amount of such proceeds were newly Incurred Indebtedness does not used exceed an amount equal to acquire items included the principal amount of such Indebtedness being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing, and (vii) if any Indebtedness is Incurred to Refinance Indebtedness initially Incurred (or, Indebtedness Incurred to Refinance Indebtedness initially Incurred) in reliance on any provision of the definition of Total Assets or used “Permitted Debt” measured by a dollar amount, such dollar amount shall not be deemed to reduce Indebtedness), by be exceeded (and such newly Incurred Indebtedness shall be deemed permitted) to the Issuer or any of its Subsidiaries since extent the end principal amount of such calendar quarternewly Incurred Indebtedness does not exceed an amount equal to the principal amount of such Indebtedness being Refinanced, including those proceeds obtained plus the Related Costs Incurred or payable in connection with such Refinancing. The accrual of interest, the incurrence accretion or amortization of such original issue discount and the payment of interest on Indebtedness in the form of additional Indebtedness or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Indebtedness. (d) The Issuer and its Subsidiaries may not at For purposes of determining compliance with any time own Total Unencumbered Assets equal to less than 150% U.S. dollar denominated restriction on the Incurrence of Indebtedness (or any category of Permitted Liens described in the aggregate outstanding definition thereof), the U.S. dollar equivalent principal amount of Indebtedness denominated in another currency shall be calculated based on the Unsecured relevant currency exchange rate in effect on the date such Indebtedness was first Incurred or Liens securing such Indebtedness were first granted (or, if earlier, the date on which such Indebtedness was first allocated or priced, as applicable), in the case of term Indebtedness, or such Indebtedness was first committed or Liens securing such Indebtedness were first granted, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred (or commitments established) as Refinancing Indebtedness to refinance Indebtedness (or unutilized commitments in respect of Indebtedness) denominated in another currency, and such refinancing would cause the applicable provision of this Section 3.3 (or category of Permitted Liens) to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such provision of this Section 3.3 (or category of Permitted Liens), shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being refinanced plus (ii) an amount equal to any unutilized commitment related to the Indebtedness being Refinanced, plus (iii) the Related Costs. (e) For all purposes hereunder, (1) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured, (2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral, (3) Indebtedness of such Person which is not guaranteed will not be treated as subordinated or junior to Indebtedness that is guaranteed merely because of such guarantee and (4) Indebtedness under any Secured Indebtedness will not be deemed to be subordinated because of the Issuer and its Subsidiaries on a consolidated basisapplication of waterfall or other payment-ordering or collateral-sharing provisions affecting any such Secured Indebtedness.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, incur directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) other than; (i) Indebtedness of any of the Company or any First Priority Guarantor pursuant to any First Priority Document; (ii) Indebtedness of the Company or any Restricted Subsidiary incurred for the purpose of developing, other than Intercompany Indebtednessconstructing, ifinsuring, immediately and launching an Additional Satellite, if such Indebtedness is unsecured and expressly subordinated to the First Priority Obligations in a manner satisfactory to the First Priority Collateral Trustee and the First Priority Indenture Trustee, and if the Consolidated Leverage Ratio Requirement and the Consolidated Interest Coverage Ratio Requirement would be satisfied on a pro forma basis after giving effect to the incurrence of such additional Indebtedness; (iii) Indebtedness outstanding on the date hereof and listed on Schedule 4.15(A)(iii); (iv) unsecured guarantees of Indebtedness of any Restricted Subsidiary made in the ordinary course of business by the Company and the application applicable Restricted Subsidiary, so long as the Indebtedness underlying the guarantees is itself permitted hereunder; (v) the Second Priority Obligations and any refinancing thereof permitted under Section 4.15(c), subject to the terms of the proceeds thereofIntercreditor Agreement; (vi) refinancings, refundings, or renewals (without any increase in the principal amount except to the extent corresponding to the financing of redemption premiums or other transaction costs related to such refinancing) of any Indebtedness permitted under paragraphs (ii) through (iv) and (ix), provided, however, that Indebtedness shall be permitted under this Section 4.15(vi) only if the Indebtedness resulting from such refinancings, refundings, or renewals are unsecured and expressly subordinated to the First Priority Obligations to the same extent and in the same manner required for the Indebtedness that is refinanced, refunded, or renewed; (vii) the L▇▇▇▇ ▇▇▇▇▇, so long as the L▇▇▇▇ ▇▇▇▇▇ is not amended, modified, or supplemented in any respect that could cause a Material Adverse Effect; (viii) unsecured Indebtedness incurred in an amount of up to U.S.$7 million in the aggregate; provided that the Company and its Restricted Subsidiaries may not incur more than U.S.$4.0 million in the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior any fiscal year pursuant to the incurrence of such additional Indebtednessthis Section 4.15(a)(viii); and (2ix) Indebtedness of the Company in respect of surety or performance bonds provided, or in respect of, reimbursement obligations relating to letters of credit issued for the account of the Company and provided in the ordinary course of business in an amount not to exceed $7.0 million in the aggregate at any time outstanding. For purposes of determining compliance with this Section 4.15(a) covenant, (A) the purchase amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of any assets included the liability in the definition of Total Assets acquired, respect thereof determined in conformity with U.S. GAAP and (B) the amount of any securities offering proceeds received (to Indebtedness denominated in a currency other than U.S. dollars will be the extent Dollar Equivalent of such proceeds were not used to acquire items included in currency at the definition of Total Assets or used to reduce indebtedness), by the Issuer or any date of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessissuance. (b) The Issuer Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to: (i) make or offer to make any payment, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1prepayment, on a pro forma basis after giving effect thereto and to the application of the proceeds therefromrepurchase, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefromor redemption of, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid otherwise defease or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments segregate funds with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day Company and/or its Restricted Subsidiaries except (x) regularly scheduled interest payments on the Second Priority Securities required to be made in cash or in kind at the regular contract rates (provided that such rates shall be limited to 0.0% cash interest and 10.125% in kind interest from the Issue Date until the earlier of such period with November 30, 2007 and the appropriate adjustments date that all First Priority Obligations have been paid in full or otherwise discharged, 2.0% cash interest and 8.125% in kind interest from December 1, 2008 until the earlier of November 30, 2011 and the date that all First Priority Obligations have been paid in full or otherwise discharged, and 10.125% cash interest and 0% in kind interest after the earlier of November 30, 2011 and the date all First Priority Obligations have been paid in full or otherwise discharged), (y) regularly scheduled and ordinary course of business payments with respect to such acquisition Indebtedness permitted under Section 4.15(a)(i), (ii), (iii), (iv), (vi), (viii), and (ix) and (z) as permitted or disposition being included required hereunder or under the other First Priority Documents with respect to the First Priority Obligations; (ii) amend, modify, waive, Refinance, or otherwise change, or consent or agree to any amendment, modification, waiver, Refinance, or other change to, any of the terms of any Second Priority Obligations or any Second Priority Documents, or any document related to the L▇▇▇▇ ▇▇▇▇▇, except as permitted by the First Priority Documents with respect to the First Priority Obligations or as permitted under Section 4.15(a)(vi); (iii) amend its certificate of incorporation in such pro forma calculationany manner that would have a Material Adverse Effect; (iv) amend its by-laws or shareholder resolutions in any manner that adversely affects the First Priority Holders rights with respect to the Observer; or (v) amend, modify, or otherwise change any document granting or evidencing the Concessions in any manner that would have a material adverse effect on the value of the Concessions or the validity or perfection of the Lien on the Concessions created hereunder and under the other First Priority Documents. (c) The Issuer shall not, Notwithstanding Section 4.15(b)(i) and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof(ii), the Company and its Restricted Subsidiaries may refinance the Second Priority Obligations so long as: (i) the Indebtedness resulting from such refinancing, together with any Second Priority Obligations that remain outstanding following such refinancing, is in an aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is not greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) all Second Priority Obligations outstanding immediately prior to the incurrence refinancing; (ii) the Indebtedness resulting from such refinancing, together with any Second Priority Obligations that remain outstanding following such refinancing, shall not have a shorter Average Life as compared with the Second Priority Obligations immediately prior to the refinancing; (iii) the interest rate on the Indebtedness resulting from such refinancing shall not be greater than the interest rate on the Second Priority Obligations immediately prior to the refinancing, unless any greater interest rate is commercially reasonable at the time of the refinancing; (iv) the cash interest payment terms on the Indebtedness resulting from such additional Indebtednessrefinancing shall not be more favorable to the holders of the Indebtedness resulting from such refinancing than the cash payment interest terms on the Second Priority Obligations immediately prior to the refinancing, unless any more favorable cash interest payment terms are commercially reasonable at the time of the refinancing; and (2v) the purchase price Indebtedness resulting from the refinancing is entitled to the same benefits, waivers, and priority, and subject to the same burdens (including without limitation all terms and provisions of any assets included in the definition of Total Assets acquiredIntercreditor Agreement), as the Second Priority Obligations immediately prior to the refinancing, and the refinancing could not reduce, limit, or otherwise impair the amount of any securities offering proceeds received (to Excess Cash Flow otherwise payable on account of the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessFirst Priority Securities under Section 3.2(c) hereof. (d) The Issuer Notwithstanding Section 4.15(b)(i) and its Subsidiaries may not at (ii), and except as limited by the Intercreditor Agreement, in the event that (x) any time own Total Unencumbered Assets equal amounts are due from the Company to less First Priority Holders with respect to a Change of Control Redemption (other than 150% a Change of Control Redemption in connection with a sale of all or substantially all of the aggregate outstanding principal amount assets of the Unsecured Indebtedness Company or a Restricted Subsidiary or a Change of Control that occurs as a result of a foreclosure, other exercise of creditor remedies, or insolvency proceeding), and (y) amounts are also due from the Company to Second Priority Holders with respect to a redemption of the Issuer Second Priority Securities resulting from the same Change of Control that gave rise to such Change of Control Redemption, the Company shall not be restricted by Section 4.15(b)(i) or (ii) from making such redemption payments as are due to Second Priority Holders under the terms of the Second Priority Indenture so long as all amounts due to First Priority Holders in connection with such Change of Control Redemption are also paid simultaneously and its Subsidiaries on a consolidated basispari passu basis with such redemption payments to Second Priority Holders.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Subsidiaries to, incur create, incur, assume or directly or indirectly guarantee or in any Indebtedness, other than Intercompany Indebtedness, manner become directly or indirectly liable for ("incur") any Indebtedness (including Acquired Debt) if, at the time of and immediately after giving pro forma effect to such incurrence, the Debt to Operating Cash Flow Ratio of the Company and its Subsidiaries is more than 7.0 to 1.0. (b) Section 4.07(a) will not apply to the incurrence of any of the following (collectively, "Permitted Indebtedness"): (i) Indebtedness of the Company incurred under the Senior Credit Facility in an aggregate principal amount at any time outstanding not to exceed $275,000,000 less (A) the aggregate amount of all principal payments made in respect of any term loans thereunder and (B) the aggregate amount of any other principal payments thereunder constituting permanent reductions of such Indebtedness pursuant to and in accordance with the covenant described under Section 4.14; (ii) Indebtedness of any Subsidiary Guarantor consisting of a guarantee of Indebtedness of the Company under the Senior Credit Facility; (iii) Indebtedness of the Company represented by the (a) Initial Notes and Exchange Notes issued therefor and (b) Indebtedness of any Subsidiary Guarantor represented by a Subsidiary Guarantee in respect therefor or in respect of Additional Notes incurred in accordance with this Indenture; (iv) Indebtedness owed by any Subsidiary Guarantor to the Company or to another Subsidiary Guarantor, or owed by the Company to any Subsidiary Guarantor; provided that any such Indebtedness shall be at all times held by a Person which is either the Company or a Subsidiary Guarantor; and provided, further that an incurrence of additional Indebtedness which is not permitted under this Section 4.07(b)(iv) shall be deemed to have occurred upon either (a) the transfer or other disposition of any such Indebtedness to a Person other than the Company or another Subsidiary Guarantor or (b) the sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of any such Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor, such that such Subsidiary Guarantor ceases to be a Subsidiary Guarantor; (v) Indebtedness of any Subsidiary Guarantor consisting of guarantees of any Indebtedness of the Company which Indebtedness of the Company has been incurred in accordance with the provisions of the Indenture; (vi) Indebtedness arising with respect to Interest Rate Agreement Obligations incurred for the purpose of fixing or hedging interest rate risk with respect to Indebtedness (and not for speculative purposes) that is permitted by the terms of this Indenture to be outstanding; provided, however, that the notional principal amount of such Interest Rate Agreement Obligation does not exceed the principal amount of the Indebtedness to which such Interest Rate Agreement Obligation relates; (vii) Permitted Purchase Money Indebtedness so long as the aggregate amount of all such Permitted Purchase Money Indebtedness does not exceed $20,000,000 at any one time outstanding; (viii) any Indebtedness of the Company or a Subsidiary of the Company incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement of any Indebtedness of the Company or such Subsidiary outstanding on the date hereof (other than the Company's 10 5/8% Senior Subordinated Notes due 2006) or permitted to be incurred or outstanding under this Indenture in accordance with Section 4.07(a) or Indebtedness incurred under this clause (viii) with respect to any of the foregoing ("Refinancing Indebtedness"); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so renewed, extended, substituted, refunded, defeased, refinanced or replaced (plus the premiums paid in connection therewith (which shall not exceed the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced) and the application expenses incurred in connection therewith); (b) with respect to Refinancing Indebtedness of any Indebtedness other than Senior Debt, the Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the proceeds thereofIndebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced; and (c) with respect to Refinancing Indebtedness of Indebtedness other than Senior Debt incurred by (1) the Company, such Refinancing Indebtedness shall rank no more senior, and shall be at least as subordinated, in right of payment to the Notes as the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced, and (2) a Subsidiary Guarantor, such Refinancing Indebtedness shall rank no more senior, and shall be at least as subordinated, in right of payment to the Subsidiary Guarantee as the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced; and (ix) Indebtedness of the Company and its Subsidiaries in addition to that described in clauses (i) through (viii) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and incurred pursuant to this clause (ix) does not exceed $20,000,000 at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationone time outstanding. (c) The Issuer For purposes of determining compliance with this covenant: (i) In the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness permitted pursuant to clauses (i) through (ix) above, the Company shall, in its sole discretion, be permitted to classify such item of Indebtedness in any manner that complies with this covenant and may from time to time reclassify such items of Indebtedness in any manner that would comply with this covenant at the time of such reclassification; (ii) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; (iii) In the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this covenant, the Company, in its sole discretion, shall not, classify such Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses; and (iv) Accrual of interest (including interest paid-in-kind) and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. (d) Notwithstanding any other provision of this covenant: (i) the maximum amount of Indebtedness that the Company or any Subsidiary of the Company may incur pursuant to this covenant shall not permit any be deemed to be exceeded solely as a result of its Subsidiaries to, incur any fluctuations in the exchange rate of currencies; and (ii) Indebtedness secured by any Encumbrance upon any of incurred pursuant to the property of the Issuer Senior Credit Facility prior to or any of its Subsidiaries, whether owned at on the date of the Indenture or thereafter acquired, if, immediately after giving effect shall be treated as incurred pursuant to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce IndebtednessSection 4.07(a)(i), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer and the Company shall not, and shall not permit any of its their Subsidiaries to, incur Incur, directly or indirectly, any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to that the incurrence of such additional Company and any Subsidiary may Incur Indebtedness (and the application of Company and any Subsidiary may Incur Acquired Indebtedness) if on the proceeds date thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):: (1) the Total Assets Consolidated Coverage Ratio of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing Company is not permitted under the Exchange Act, with the Trustee) prior at least 2.0 to the incurrence of such additional Indebtedness1.0; and (2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall foregoing limitations contained in paragraph (a) do not permit apply to the Incurrence of any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatfollowing Indebtedness: (1) such Indebtedness and Incurred under the Revolving Credit Facility in an aggregate amount not to exceed $1.2 billion outstanding at any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime; (2) the repayment or retirement Indebtedness in respect of any Receivables Financings in an aggregate principal amount which, together with all other Indebtedness by in respect of Receivables Financings outstanding on the Issuer and its Subsidiaries since the first day date of such four-quarter period had been repaid Incurrence (other than Indebtedness permitted by paragraph (a) or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); clause (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter periodthis paragraph (b)), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall does not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40exceed 85% of the sum of (without duplication): (1) the Total Assets total amount of accounts receivables shown on the Company’s most recent consolidated quarterly balance sheet, plus (2) without -34- duplication, the total amount of accounts receivable already subject to a Receivables Financing; (3) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by another Guarantor, Indebtedness of a Wholly Owned Subsidiary owed to and held by another Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary owing to and held by the end Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in any such Indebtedness being held by a Person other than the calendar quarter covered Company or another Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Issuer’s Annual Report on Form 10-K Incurrence of such Indebtedness by the Company or Quarterly Report on Form 10-Qthe Subsidiary, as the case may be; (4) Indebtedness in respect of the Notes issued on the Closing Date, most recently filed with and the Commission related Note Guarantees by the Company and the other Guarantors, Indebtedness issued in respect of the Issuer’s Dollar Notes due 2019 and Indebtedness issued in respect of the Euro Notes issued on the Closing Date, and the related Guarantees of the Dollar Notes due 2019 and the Euro Notes by the Company and the other Guarantors; (5) Capital Lease Obligations and Indebtedness Incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, if in the case of a Sale and Leaseback Transaction, to finance the value of such filing is asset owned by the Company or a Subsidiary; (6) Indebtedness (other than Indebtedness of the type covered by clause (1) or clause (2)) outstanding on the Closing Date after giving effect to the application of proceeds from the Notes; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (6) of this paragraph (b); (8) Hedging Obligations entered into in the ordinary course of the business and not permitted for speculative purposes as determined in good faith by the Company; (9) customer deposits and advance payments received from customers for goods purchased in the ordinary course of business; (10) Indebtedness arising under the Exchange Act, with the Trustee) prior to the incurrence of such additional IndebtednessCash Management Arrangements; and (11) Indebtedness Incurred by the Company or a Subsidiary in an aggregate principal amount which, together with all other Indebtedness of the Company and its Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (10) of this paragraph (b)), does not exceed $900 million. (c) For purposes of determining compliance with the foregoing covenant: (1) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify and from time to time may reclassify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the above clauses, provided that any Indebtedness outstanding on the Closing Date and Indebtedness Incurred under clause (b)(5) above may not be reclassified to clause (a) above; and -35- (2) an item of Indebtedness may be divided and classified, or reclassified, in more than one of the purchase price types of Indebtedness described above, provided that any assets included in Indebtedness outstanding on the definition of Total Assets acquired, Closing Date and the amount of any securities offering proceeds received Indebtedness Incurred under clause (b)(5) above may not be reclassified to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessclause (a) above. (d) The Issuer If during any period the Notes have achieved and continue to maintain Investment Grade Status and no Event of Default has occurred and is continuing (such period is referred to herein as an “Investment Grade Status Period”), then upon notice by the Company to the Trustee by the delivery of an Officers’ Certificate that it has achieved Investment Grade Status, this covenant will be suspended and will not during such period be applicable to the Company and its Subsidiaries and shall only again be applicable if such Investment Grade Status Period ends. No action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with this Section 4.3 will require reversal or constitute a default under the Notes in the event that this Section 4.3 is subsequently reinstated or suspended, as the case may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basisbe.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) or permit any of its Restricted Subsidiaries to issue any Preferred Equity Interests; provided, however, that, notwithstanding the foregoing, the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Indebtedness, other than Intercompany IndebtednessGuarantor may issue Preferred Equity Interests, if, immediately after giving effect to the incurrence of such additional Indebtedness or the issuance of such Preferred Equity Interests and the application of the net proceeds thereofthereof on a pro forma basis, the Issuer’s Consolidated Fixed Charge Coverage Ratio would have been at least 2.0 to 1.0; provided that Restricted Subsidiaries of the Issuer that are not Guarantors may not incur Indebtedness or issue any Preferred Equity Interests pursuant to this paragraph if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of all outstanding Indebtedness or Preferred Equity Interests of Restricted Subsidiaries of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is that are not permitted under the Exchange Act, with the Trustee) prior Guarantors at any one time outstanding incurred pursuant to the incurrence of such additional Indebtedness; and (2foregoing proviso and pursuant to Section 4.09(b)(4)(a) the purchase price of any assets included in the definition of Total Assets acquiredbelow, and together with the amount of any securities offering proceeds received Refinancing Indebtedness in respect thereof incurred pursuant to Section 4.09(b)(10) below, exceeds the greater of (to x) $50.0 million or (y) 25.0% of Consolidated EBITDA for the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtednessmost recently ended Measurement Period (calculated on a pro forma basis), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and foregoing limitation shall not permit apply to any of its Subsidiaries to, incur any Indebtedness if the ratio following incurrences of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatIndebtedness: (1) such Indebtedness and any other Indebtedness incurred represented by the Issuer and its Subsidiaries since the first day of such four-quarter period Notes and the application of Guarantees issued on the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodIssue Date; (2) Indebtedness of the repayment Issuer or retirement any Guarantor under any Credit Facility, including letters of credit or banker’s acceptances issued or created thereunder, in an aggregate principal amount at any one time outstanding not to exceed the sum of (a) the greater of (i) $210 million and (ii) 100.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis) and (b) an amount of First Lien Indebtedness that would not cause the Consolidated First Lien Indebtedness Leverage Ratio (calculated after giving pro forma effect to the incurrence of such Indebtedness, the application of proceeds therefrom, the granting of such Liens and any other Indebtedness by related transactions) to be greater than 5.00 to 1.00 as of the Issuer and its Subsidiaries since the first last day of the most recent quarter for which internal financial statements are available on the date such four-quarter period had been repaid or retired at the beginning of such period (except thatIndebtedness is incurred, in making such computation, plus the amount of any accrued interest and any premiums payable and reasonable fees, expenses, commissions and costs in connection with the exchange, extension, refinancing, renewal, replacement, substitution or refunding of any Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such periodincurred pursuant to this clause (2); (3) in (x) unsecured Indebtedness among the case Issuer and the Restricted Subsidiaries and (y) Preferred Equity Interests of Acquired Indebtedness a Restricted Subsidiary held by the Issuer or Indebtedness incurred in connection with any acquisition since a Restricted Subsidiary; provided that if such Preferred Equity Interests are issued by a Guarantor, such Preferred Equity Interests are held by the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; andIssuer or a Guarantor; (4) in (a) Indebtedness of the case Issuer and any Restricted Subsidiary incurred to finance an Asset Acquisition or (b) Acquired Debt of any acquisition or disposition a Person incurred prior to the date upon which such Person was acquired by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day Restricted Subsidiary (and not created in contemplation of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (cacquisition); provided that) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such Indebtedness or Acquired Debt on a pro forma basis, the Issuer’s Consolidated Fixed Charge Coverage Ratio either (A) would have been at least 2.0 to 1.0 or (B) would have been greater than immediately prior to such acquisition provided, further, that all Indebtedness incurred, issued or assumed pursuant to subclause (4)(a) and pursuant to the proviso in Section 4.09(a), together with the amount of any Refinancing Indebtedness in respect thereof incurred pursuant to clause (10) below, by Restricted Subsidiaries that are not Guarantors or the Issuer shall not exceed an amount equal to the greater of (x) $50.0 million or (y) 25.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (5) Existing Indebtedness (including the 2025 Senior Notes outstanding on the Issue Date other than Indebtedness incurred under clause (1) or (2) above); (6) Indebtedness consisting of Purchase Money Indebtedness in an aggregate amount (when aggregated with the amount of Refinancing Indebtedness outstanding under clause (10) below in respect of Indebtedness incurred pursuant to this clause (6)) not to exceed an aggregate principal amount at any one time outstanding equal to the greater of (x) $60.0 million or (y) 30.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (7) Hedging Obligations of the Issuer or any of the Restricted Subsidiaries covering Indebtedness of the Issuer or such Restricted Subsidiary; provided, however, that such Hedging Obligations are entered into for bona fide hedging activities, including the issuance of convertible debt, and not for speculative purposes; (8) Foreign Currency Obligations of the Issuer or any of the Restricted Subsidiaries entered into to manage exposure of the Issuer and the Restricted Subsidiaries to fluctuations in currency values and not for speculative purposes; (9) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit, bank guarantees, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, guarantees, performance, surety, statutory, appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments in the ordinary course of business, including guarantees or obligations with respect thereto (in each case other than for an obligation for money borrowed); (10) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part, Indebtedness referred to in clause (a) of this Section 4.09 or in clause (1), (4), (5) or (6) or this clause (10) or in clause (11), (14), (15) or (20) below (“Refinancing Indebtedness”); provided, however, that: (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so exchanged, extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith; (B) the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the earlier of (i) 91 days after the final maturity date of the Notes and (ii) the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes and the Guarantees, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; and (D) if the Indebtedness to be exchanged, refinanced, renewed, replaced, substituted or refunded was the obligation of the Issuer or Guarantor, such Refinancing Indebtedness shall not be incurred by any of the Restricted Subsidiaries other than a Guarantor or any Restricted Subsidiary that was an obligor under the Indebtedness so refinanced; (11) additional Indebtedness secured of the Issuer and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed at any one time outstanding an amount, taken together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10) above, equal to the greater of (x) $70.0 million or (y) 35.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (12) the guarantee by an Encumbrance the Issuer or any Guarantor of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09 and the application guarantee by any Restricted Subsidiary that is not a Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Guarantor; (13) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the proceeds thereofsame class of Disqualified Stock; (14) the incurrence by the Issuer or its Restricted Subsidiaries of guarantees in respect of obligations of joint ventures and, in the case of any Restricted Subsidiary that is a joint venture, the incurrence of Indebtedness; provided that the aggregate principal amount of all Indebtedness incurred pursuant to this clause (14), taken together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10), shall not exceed at any one time outstanding an amount equal to the greater of (x) $60.0 million and (y) 30.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (15) Indebtedness of Restricted Subsidiaries that are not Guarantors in an aggregate principal amount at any one time outstanding not to exceed, taken together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10) above, the greater of (x) $50.0 million and (y) 25.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (16) the incurrence by the Issuer and or any of its Restricted Subsidiaries on of Indebtedness arising from the honoring by a consolidated basis which is secured bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds; (17) the incurrence of Indebtedness by the Issuer or any of its Restricted Subsidiaries arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs, deferred purchase price or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets, a Person (including any Capital Stock of a Subsidiary) or Investment (other than Guarantees of Indebtedness incurred by any Encumbrance on property Person acquiring or disposing of such business, assets, Person or Investment for the purpose of financing such acquisition or disposition); (18) Indebtedness of the Issuer or any of its Restricted Subsidiaries is greater than 40% of the sum consisting of (without duplication):i) the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with past practice; (119) the Total Assets Indebtedness arising in connection with endorsement of the Issuer and its Subsidiaries as of the end of the calendar quarter covered instruments for collection or deposit in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence ordinary course of such additional Indebtedness; andbusiness; (220) the purchase price unsecured Indebtedness of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Restricted Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed 100% of the Unsecured net cash proceeds received by the Issuer from the issuance or sale (other than to a Subsidiary, a Minority Investment, a Professional Services Affiliate or a Strategic Investor) of its Equity Interests or otherwise contributed to the equity (in each case, other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Issuer, in each case, subsequent to the Issue Date (together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10) above; provided, however, that (i) any such net cash proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Issuer and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any net cash proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause to the extent such net cash proceeds or cash have been applied to make Restricted Payments; (21) Indebtedness the proceeds of which are applied to defease or discharge the Notes pursuant to Article 8; (22) Preferred Equity Interests of the Issuer or any of its Restricted Subsidiaries issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such Preferred Equity Interests of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Preferred Equity Interests (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of Preferred Equity Interests not permitted by this clause (22); (23) Indebtedness of the Issuer or any of its Restricted Subsidiaries in respect of (a) workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance, self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, bid, appeal, advance payment (including progress premiums), customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations, completion guarantees and warranties or relating to liabilities, obligations or guarantees incurred in the ordinary course of business or consistent with past practice; (b) customer deposits and advance payments (including progress premiums) received from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (c) letters of credit, bankers’ acceptances, discounted bills of exchange, discounting or factoring of receivables or payables for credit management purposes, warehouse receipts, guarantees or other similar instruments or obligations issued or entered into, or relating to liabilities or obligations incurred in the ordinary course of business or consistent with past practice; (24) Indebtedness in respect of unsecured promissory notes issued to a Strategic Investor in connection with repurchases, redemptions or other acquisition of Preferred Equity Interests of a Restricted Subsidiary owned by a Strategic Investor; (25) non-voting Preferred Equity Interests of a Restricted Subsidiary issued to a Strategic Investor in the ordinary course of business for bona fide business purposes; provided that after giving pro forma effect to the issuance of such Preferred Equity Interests the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available, is not less than 2.00 to 1.00; (26) (a) Indebtedness of the Issuer or any Restricted Subsidiary to any Professional Services Affiliate incurred in the ordinary course of business pursuant to or in connection with Management Services Agreement, (b) Guarantees by the Issuer or any Restricted Subsidiary of Indebtedness or any other obligation or liability of a Professional Services Affiliate incurred in the ordinary course of business pursuant to or in connection with Management Services Agreement, (c) Indebtedness of the Issuer or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person or its Subsidiaries on assets securing Indebtedness of a consolidated basis.Professional Services Affiliate incurred in the ordinary course of business pursuant to or in connection with Management Services Agreement, and (d) Indebtedness of the Issuer or any Restricted Subsidiary in respect of letters of credit, banker’s acceptances or other similar instruments or obligations i

Limitation on Incurrence of Indebtedness. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) or permit any of its Restricted Subsidiaries to issue any Preferred Equity Interests; provided, however, that, notwithstanding the foregoing, the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Indebtedness, other than Intercompany IndebtednessGuarantor may issue Preferred Equity Interests, if, immediately after giving effect to the incurrence of such additional Indebtedness or the issuance of such Preferred Equity Interests and the application of the net proceeds thereofthereof on a pro forma basis, the Issuer’s Consolidated Fixed Charge Coverage Ratio would have been at least 2.0 to 1.0; provided that Restricted Subsidiaries of the Issuer that are not Guarantors may not incur Indebtedness or issue any Preferred Equity Interests pursuant to this paragraph if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of all outstanding Indebtedness or Preferred Equity Interests of Restricted Subsidiaries of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is that are not permitted under the Exchange Act, with the Trustee) prior Guarantors at any one time outstanding incurred pursuant to the incurrence of such additional Indebtedness; and (2foregoing proviso and pursuant to Section 4.09(b)(4)(a) the purchase price of any assets included in the definition of Total Assets acquiredbelow, and together with the amount of any securities offering proceeds received Refinancing Indebtedness in respect thereof incurred pursuant to Section 4.09(b)(10) below, exceeds the greater of (to x) $50.0 million or (y) 25.0% of Consolidated EBITDA for the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtednessmost recently ended Measurement Period (calculated on a pro forma basis), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and foregoing limitation shall not permit apply to any of its Subsidiaries to, incur any Indebtedness if the ratio following incurrences of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption thatIndebtedness: (1) such Indebtedness and any other Indebtedness incurred represented by the Issuer and its Subsidiaries since the first day of such four-quarter period Notes and the application of Guarantees issued on the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodIssue Date; (2) Indebtedness of the repayment Issuer or retirement any Guarantor under any Credit Facility, including letters of credit or banker’s acceptances issued or created thereunder, in an aggregate principal amount at any one time outstanding not to exceed the sum of (a) the greater of (i) $210 million and (ii) 100.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis) and (b) an amount of First Lien Indebtedness that would not cause the Consolidated First Lien Indebtedness Leverage Ratio (calculated after giving pro forma effect to the incurrence of such Indebtedness, the application of proceeds therefrom, the granting of such Liens and any other Indebtedness by related transactions) to be greater than 5.00 to 1.00 as of the Issuer and its Subsidiaries since the first last day of the most recent quarter for which internal financial statements are available on the date such four-quarter period had been repaid or retired at the beginning of such period (except thatIndebtedness is incurred, in making such computation, plus the amount of any accrued interest and any premiums payable and reasonable fees, expenses, commissions and costs in connection with the exchange, extension, refinancing, renewal, replacement, substitution or refunding of any Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such periodincurred pursuant to this clause (2); (3) in (x) unsecured Indebtedness among the case Issuer and the Restricted Subsidiaries and (y) Preferred Equity Interests of Acquired Indebtedness a Restricted Subsidiary held by the Issuer or Indebtedness incurred in connection with any acquisition since a Restricted Subsidiary; provided that if such Preferred Equity Interests are issued by a Guarantor, such Preferred Equity Interests are held by the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; andIssuer or a Guarantor; (4) in (a) Indebtedness of the case Issuer and any Restricted Subsidiary incurred to finance an Asset Acquisition or (b) Acquired Debt of any acquisition or disposition a Person incurred prior to the date upon which such Person was acquired by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day Restricted Subsidiary (and not created in contemplation of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (cacquisition); provided that) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such Indebtedness or Acquired Debt on a pro forma basis, the Issuer’s Consolidated Fixed Charge Coverage Ratio either (A) would have been at least 2.0 to 1.0 or (B) would have been greater than immediately prior to such acquisition provided, further, that all Indebtedness incurred, issued or assumed pursuant to subclause (4)(a) and pursuant to the proviso in Section 4.09(a), together with the amount of any Refinancing Indebtedness in respect thereof incurred pursuant to clause (10) below, by Restricted Subsidiaries that are not Guarantors or the Issuer shall not exceed an amount equal to the greater of (x) $50.0 million or (y) 25.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (5) Existing Indebtedness (including the 2027 Senior Notes outstanding on the Issue Date and other than Indebtedness incurred under clause (1) or (2) above); (6) Indebtedness consisting of Purchase Money Indebtedness in an aggregate amount (when aggregated with the amount of Refinancing Indebtedness outstanding under clause (10) below in respect of Indebtedness incurred pursuant to this clause (6)) not to exceed an aggregate principal amount at any one time outstanding equal to the greater of (x) $60.0 million or (y) 30.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (7) Hedging Obligations of the Issuer or any of the Restricted Subsidiaries covering Indebtedness of the Issuer or such Restricted Subsidiary; provided, however, that such Hedging Obligations are entered into for bona fide hedging activities, including the issuance of convertible debt, and not for speculative purposes; (8) Foreign Currency Obligations of the Issuer or any of the Restricted Subsidiaries entered into to manage exposure of the Issuer and the Restricted Subsidiaries to fluctuations in currency values and not for speculative purposes; (9) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit, bank guarantees, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, guarantees, performance, surety, statutory, appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments in the ordinary course of business, including guarantees or obligations with respect thereto (in each case other than for an obligation for money borrowed); (10) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part, Indebtedness referred to in clause (a) of this Section 4.09 or in clause (1), (4), (5) or (6) or this clause (10) or in clause (11), (14), (15) or (20) below (“Refinancing Indebtedness”); provided, however, that: (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so exchanged, extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith; (B) the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the earlier of (i) 91 days after the final maturity date of the Notes and (ii) the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes and the Guarantees, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; and (D) if the Indebtedness to be exchanged, refinanced, renewed, replaced, substituted or refunded was the obligation of the Issuer or Guarantor, such Refinancing Indebtedness shall not be incurred by any of the Restricted Subsidiaries other than a Guarantor or any Restricted Subsidiary that was an obligor under the Indebtedness so refinanced; (11) additional Indebtedness secured of the Issuer and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed at any one time outstanding an amount, taken together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10) above, equal to the greater of (x) $70.0 million or (y) 35.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (12) the guarantee by an Encumbrance the Issuer or any Guarantor of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09 and the application guarantee by any Restricted Subsidiary that is not a Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Guarantor; (13) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the proceeds thereofsame class of Disqualified Stock; (14) the incurrence by the Issuer or its Restricted Subsidiaries of guarantees in respect of obligations of joint ventures and, in the case of any Restricted Subsidiary that is a joint venture, the incurrence of Indebtedness; provided that the aggregate principal amount of all Indebtedness incurred pursuant to this clause (14), taken together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10), shall not exceed at any one time outstanding an amount equal to the greater of (x) $60.0 million and (y) 30.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (15) Indebtedness of Restricted Subsidiaries that are not Guarantors in an aggregate principal amount at any one time outstanding not to exceed, taken together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10) above, the greater of (x) $50.0 million and (y) 25.0% of Consolidated EBITDA for the most recently ended Measurement Period (calculated on a pro forma basis); (16) the incurrence by the Issuer and or any of its Restricted Subsidiaries on of Indebtedness arising from the honoring by a consolidated basis which is secured bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds; (17) the incurrence of Indebtedness by the Issuer or any of its Restricted Subsidiaries arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs, deferred purchase price or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets, a Person (including any Capital Stock of a Subsidiary) or Investment (other than Guarantees of Indebtedness incurred by any Encumbrance on property Person acquiring or disposing of such business, assets, Person or Investment for the purpose of financing such acquisition or disposition); (18) Indebtedness of the Issuer or any of its Restricted Subsidiaries is greater than 40% of the sum consisting of (without duplication):i) the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with past practice; (119) the Total Assets Indebtedness arising in connection with endorsement of the Issuer and its Subsidiaries as of the end of the calendar quarter covered instruments for collection or deposit in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence ordinary course of such additional Indebtedness; andbusiness; (220) the purchase price unsecured Indebtedness of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Restricted Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed 100% of the Unsecured net cash proceeds received by the Issuer from the issuance or sale (other than to a Subsidiary, a Minority Investment, a Professional Services Affiliate or a Strategic Investor) of its Equity Interests or otherwise contributed to the equity (in each case, other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Issuer, in each case, subsequent to the Issue Date (together with the amount of any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (10) above; provided, however, that (i) any such net cash proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Issuer and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any net cash proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause to the extent such net cash proceeds or cash have been applied to make Restricted Payments; (21) Indebtedness the proceeds of which are applied to defease or discharge the Notes pursuant to Article 8; (22) Preferred Equity Interests of the Issuer or any of its Restricted Subsidiaries issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such Preferred Equity Interests of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Preferred Equity Interests (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of Preferred Equity Interests not permitted by this clause (22); (23) Indebtedness of the Issuer or any of its Restricted Subsidiaries in respect of (a) workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance, self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, bid, appeal, advance payment (including progress premiums), customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations, completion guarantees and warranties or relating to liabilities, obligations or guarantees incurred in the ordinary course of business or consistent with past practice; (b) customer deposits and advance payments (including progress premiums) received from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (c) letters of credit, bankers’ acceptances, discounted bills of exchange, discounting or factoring of receivables or payables for credit management purposes, warehouse receipts, guarantees or other similar instruments or obligations issued or entered into, or relating to liabilities or obligations incurred in the ordinary course of business or consistent with past practice; (24) Indebtedness in respect of unsecured promissory notes issued to a Strategic Investor in connection with repurchases, redemptions or other acquisition of Preferred Equity Interests of a Restricted Subsidiary owned by a Strategic Investor; (25) non-voting Preferred Equity Interests of a Restricted Subsidiary issued to a Strategic Investor in the ordinary course of business for bona fide business purposes; provided that after giving pro forma effect to the issuance of such Preferred Equity Interests the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available, is not less than 2.00 to 1.00; (26) (a) Indebtedness of the Issuer or any Restricted Subsidiary to any Professional Services Affiliate incurred in the ordinary course of business pursuant to or in connection with Management Services Agreement, (b) Guarantees by the Issuer or any Restricted Subsidiary of Indebtedness or any other obligation or liability of a Professional Services Affiliate incurred in the ordinary course of business pursuant to or in connection with Management Services Agreement, (c) Indebtedness of the Issuer or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person or its Subsidiaries on assets securing Indebtedness of a consolidated basis.Professional Services Affiliate incurred in the ordinary course of business pursuant to or in connection with Management Services Agreement, and (d) Indebtedness of the Issuer or any Restricted Subsidiary in respect of letters of credit, banker’s acceptances or other similar instruments or obligatio

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (1) create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur"), with respect to any Indebtedness (including Acquired Debt) or (2) issue any Disqualified Stock; provided, that the Company may incur 44 46 Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and any IndebtednessRestricted Subsidiary may incur Acquired Debt, other than Intercompany Indebtednessin each case if (x) no Default or Event of Default shall have occurred and be continuing at the time of, if, immediately or would occur after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated pro forma basis determined in accordance with GAAP is greater than 60% of the sum of to such incurrence or issuance, and (without duplication): (1y) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge Interest Coverage Ratio for the four consecutive fiscal quarters Company's most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall or such Disqualified Stock is issued would have been less than 1.5:1at least equal to the ratio set forth below opposite the period in which such incurrence or issuance occurs, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom), and calculated on as if the assumption that: (1) such additional Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or saleincurred, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness the Disqualified Stock had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qbeen issued, as the case may be, most recently filed with at the Commission beginning of such four-quarter period: PERIOD ENDING RATIO November 15, 1998 ............................... 2.00 thereafter ...................................... 2.50 (or, if such filing is b) The limitations of Section 4.9(a) shall not permitted prohibit the incurrence of: (i) Indebtedness of the Company under the Exchange ActRevolving Credit Facility and Indebtedness of Clar▇ ▇▇▇ope and its subsidiaries under the German Subsidiary Facilities, provided, that the aggregate principal amount of Indebtedness so incurred on any date, together with all other Indebtedness incurred pursuant to this clause (i) and outstanding on such date, shall not exceed the Trusteegreater of (x) prior $40.0 million, less any required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder, and (y) the sum, on such date, of (i) 90% of Eligible Receivables of the Company and the Restricted Subsidiaries, plus (ii) 65% of Eligible Inventory of the Company and the Restricted Subsidiaries, (ii) performance bonds, appeal bonds, surety bonds, insurance obligations or bonds and other similar bonds or obligations incurred in the ordinary course of business, 45 47 (iii) obligations incurred (1) to fix the incurrence of such additional Indebtedness; and interest rate on any variable rate Indebtedness otherwise permitted by this Indenture, (2) to hedge currency risk with respect to any receivable or liability, the purchase payment of which is determined by reference to a foreign currency, or (3) to protect against fluctuations in the price of any assets included raw materials used in the definition ordinary course of Total Assets acquired, and business of the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer Company and its Restricted Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.(collectively, "Hedging Obligations"),

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Subsidiaries to create, incur, issue, guarantee, assume, become liable, contingently or otherwise, with respect to, incur or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness, other than Intercompany the following (“Permitted Indebtedness”): (a) Indebtedness represented by the Notes issued on the Closing Date; (b) Indebtedness outstanding on the Closing Date, ifother than under clause (a) above; (c) Indebtedness of the Company owed to any Subsidiary and of any Subsidiary owed to the Company or any other Subsidiary; provided that (i) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary ceasing to be a Subsidiary of the Company or any transfer of such Indebtedness (other than to the Company or a Subsidiary of the Company) shall be deemed, immediately after giving effect in each case, to constitute the incurrence of such additional Indebtedness by the obligor thereon not permitted by this clause (d), and the application of the proceeds thereof, the aggregate principal amount of all outstanding (ii) Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined Company owed to any Subsidiary shall be subordinated in accordance right of payment to the Notes; (d) Indebtedness incurred by the Company or any Subsidiary the proceeds of which are used to repay the Notes in full; (e) Indebtedness incurred by ▇▇▇▇ representing advances from the Federal Home Loan Bank of New York secured by eligible marketable securities owned by KICO; (f) Indebtedness of KICO under any surplus note incurred with GAAP is greater than 60% the express approval of the sum New York Superintendent of (without duplication): (1) the Total Assets Insurance provided that no principal of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report any such note has a maturity date that is on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence 91st day after the Maturity Date of the Notes; (g) Permitted Refinancing Indebtedness of any of the Indebtedness described in clauses (a) and (b) of this Section 10.7 and this clause (g); (h) Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided that the Indebtedness so guaranteed is permitted by this Section 10.7; (i) Indebtedness arising from agreements of the Company or any Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such additional Indebtednessbusiness, assets or a Subsidiary for the purpose of financing such acquisition; (j) Indebtedness in respect of letters of credit, bonds, guarantees or similar instruments issued or created to provide security in the ordinary course of business, including in respect workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business; (k) Indebtedness in respect of performance bonds, customs bonds, bid bonds, appeal bonds, surety bonds (or in lieu of bonds, guarantees or letters of credit) and similar obligations, in each case provided in the ordinary course of business; (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; (m) Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business; and (2n) the purchase price Indebtedness in respect of any assets included in the definition of Total Assets acquirednetting services, overdraft protection and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained otherwise in connection with the incurrence of such additional Indebtednessdeposit accounts and other banking arrangements. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a1) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness, other than Intercompany Indebtedness, ) except that the Company and its Restricted Subsidiaries may Incur Indebtedness if, immediately at the time of and after giving pro forma effect to the incurrence of such additional Indebtedness Incurrence thereof and the application of the net proceeds thereoftherefrom, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the ratio of (x) the Company’s Consolidated Tangible Assets as of the end of the Latest Completed Quarter to (y) the aggregate principal amount of all outstanding Indebtedness of the Issuer Company and its Restricted Subsidiaries on a consolidated basis determined basis, would be no less than 1.5 to 1.0 and (iii) the Company’s Consolidated Interest Coverage Ratio would be no less than 1.5 to 1.0. (2) Notwithstanding clause (1) above, the Company and its Restricted Subsidiaries, as applicable, may at any time, Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness outstanding on the Issue Date; (b) Indebtedness in respect of the Notes, excluding Additional Notes; (c) guarantees by the Company or any of its Restricted Subsidiaries of Indebtedness Incurred in accordance with GAAP this covenant, which guarantee in the case of a Restricted Subsidiary is greater than 60% permitted under Section 3.18; (d) Hedging Obligations entered into in the ordinary course of business and not for speculative purposes, including, without limitation, Hedging Obligations in respect of the sum Notes; (e) Indebtedness Incurred (including Acquired Indebtedness) for the purpose of financing or Refinancing all or any part of the purchase price or cost of construction, development or improvement of property or equipment used in a Permitted Business (without duplication): i) which is non-recourse with respect to any other property or assets of the Company or any of its Restricted Subsidiaries (other than (1) in connection with a Lien contemplated by clause (10) of the Total definition of “Permitted Lien”, (2) guarantees that are customary in otherwise non-recourse mortgage financings, such as completion and payment guarantees relating to construction financings and so-called “recourse carveout” guarantees that are triggered by specified prohibited actions; provided that any such otherwise non-recourse mortgage financing is in an aggregate principal amount which, at the time of Incurrence, when taken together with the aggregate principal amount of all such financings under this clause (e)(i)(2) and then outstanding, does not exceed the greater of (x) U.S.$250.0 million and (y) 35% of total Consolidated Tangible Assets of the Issuer and its Subsidiaries Company, calculated as of the end of the calendar quarter covered Latest Completed Quarter (after giving pro forma effect to the application of the proceeds or the value of the cash and Cash Equivalents in which such proceeds are being held, as applicable), and (3) Liens on property and assets related to real property whose acquisition, construction, development or improvement is being financed or Refinanced) or (ii) is in an aggregate principal amount which, at the Issuer’s Annual Report time of Incurrence when taken together with the aggregate principal amount of all Indebtedness Incurred under this clause (e)(ii) and then outstanding, does not exceed the greater of (x) U.S.$150.0 million and (y) 15% of total Consolidated Tangible Assets of the Company, calculated as of the end of the Latest Completed Quarter (after giving pro forma effect to the application of the proceeds or the value of the cash and Cash Equivalents in which such proceeds are being held, as applicable); provided that the proceeds from any Indebtedness Incurred under this clause (e) shall be held in cash and Cash Equivalents until used for such purpose and any such subsequent acquisition, construction, development or improvement shall be financed or Refinanced, in whole or in part, with such cash and Cash Equivalents; (f) Indebtedness Incurred between or among the Company, on Form 10-K the one hand, and any of its Restricted Subsidiaries, on the other hand, or Quarterly Report on Form 10-Qbetween any Restricted Subsidiaries (in each case, other than a Receivables Entity); provided that: (i) a subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, most recently filed not permitted by this clause (f), and provided, further that if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full of all obligations under the Notes and this Indenture; (g) Indebtedness in respect of any obligations under workers’ compensation claims, severance payment obligations, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds, letters of credit or completion or performance guarantees in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) business days of its Incurrence; (i) Indebtedness of the Company or any of its Restricted Subsidiaries (including a Receivables Entity) Incurred pursuant to (1) a Qualified Receivables Transaction, or (2) a factoring transaction or other financing involving the sale and transfer of, or the grant of a security interest in, Residential Receivables, provided, in the case of this clause (2), that such Indebtedness at the time of Incurrence does not exceed 80% of the discounted present value, determined in good faith by the Company, of such Residential Receivables; (j) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clauses (2)(a), (b), (i) or (j) of this Section; (k) Indebtedness arising from agreements providing for customary guarantees, indemnification, adjustment of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the Commission (ordisposition of any business or assets or Person or any Capital Stock of a Subsidiary, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such additional Indebtednessbusiness or assets or such Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by the Company or a Restricted Subsidiary in connection with such disposition; (l) Indebtedness Incurred in connection with any Project Financing; (m) Indebtedness consisting solely of Liens granted in reliance on clause (10) of the definition of “Permitted Lien” included in Section 1.1; and (2n) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1in an aggregate outstanding principal amount which, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection when taken together with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness Incurred under this clause (n) at any time outstanding, does not exceed the greater of the Issuer (x) U.S.$70.0 million and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40(y) 15% of the sum of (without duplication): (1) the Total Company’s Consolidated Tangible Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered Latest Completed Quarter. (3) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the Issuer’s Annual Report form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Form 10-K or Quarterly Report on Form 10-Q, as Disqualified Capital Stock in the case may be, most recently filed form of additional Disqualified Capital Stock with the Commission (or, if same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided that any such filing is not permitted under the Exchange Act, with the Trustee) prior outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to the incurrence any provision of such additional Indebtedness; and clause (2) the purchase price of this covenant will be counted as Indebtedness outstanding thereunder for purposes of any assets included future Incurrence under such provision. For purposes of determining compliance with this Section, in the definition event that an item of Total Assets acquiredIndebtedness meets the criteria of more than one of the categories of Permitted Indebtedness set forth in this Section 3.12., the Company will be permitted to classify such item of Indebtedness on the date of its incurrence and may, in its sole discretion, divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant. Notwithstanding any other provision of this covenant, the maximum amount of any securities offering proceeds received (to Indebtedness that the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer Company or any Restricted Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded as a result solely of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained fluctuations in connection with the incurrence of such additional Indebtednessexchange rates or currency values. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, incur directly or indirectly, Incur any Indebtedness; provided, other than Intercompany Indebtednesshowever, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by that the Issuer or any of its Subsidiaries since the end of such calendar quarterRestricted Subsidiary may Incur Indebtedness, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Fixed Charge Coverage Ratio for the four consecutive fiscal quarters Issuer’s most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall Incurred would have been less than 1.5:1at least 2.0 to 1, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom), and calculated on as if the assumption that: (1) such additional Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred been Incurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period. (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Incurrence by the Issuer or any Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Issuer and the Guarantors of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this clause (i) not to exceed the greater of (i) $1,400 million and (ii) the Borrowing Base; (ii) the Incurrence of Existing Indebtedness; (iii) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes (and any Exchange Notes in respect thereof) and the related acquisition had occurred as Note Guarantees to be issued on the Issue Date; (iv) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the first day purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Issuer or such period with Restricted Subsidiary, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred pursuant to clause (v) to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; andgreater of (x) $200.0 million and (y) 5.0% of Total Assets at any time outstanding; (4v) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the case net proceeds of any acquisition which are used to refund, refinance or disposition replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v) or (xv) of Section 4.09(b); (vi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any asset of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or group of assets since any Guarantor is the first day of obligor on such four-quarter period, whether by merger, stock purchase Indebtedness and the obligee is not the Issuer or sale, or asset purchase or saleany Guarantor, such acquisition or disposition or any related repayment Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of Indebtedness had occurred as of the first day of such period with the appropriate adjustments all Obligations with respect to such acquisition the Notes, in the case of the Issuer, or disposition being included the Note Guarantee, in such pro forma calculation.the case of a Guarantor; (cB) The (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer shall notor a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, and shall will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permit permitted by this clause (vi); (vii) the Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries toof (i) Hedging Obligations consisting of transactions for the purchase, incur sale or exchange of Hydrocarbons of the types used or produced by the Issuer and its Restricted Subsidiaries; and (ii) any Indebtedness secured other Hedging Obligations provided that in the case of clause (ii) such obligations are (or were) entered into for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by any Encumbrance upon the Issuer and its Restricted Subsidiaries, or changes in the value of securities issued by the Issuer and its Restricted Subsidiaries, and not for purposes of speculation; (ix) the Incurrence by the Issuer or any of the property its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its SubsidiariesRestricted Subsidiaries pursuant to such agreements, whether owned at in any case Incurred in connection with the date disposition of the Indenture any business, assets or thereafter acquired, if, immediately after giving effect to the incurrence Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such additional Indebtedness secured business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication):Restricted Subsidiary thereof in connection with such disposition; (1x) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), Incurrence by the Issuer or any of its Restricted Subsidiaries since of Indebtedness arising from the end honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such calendar quarterIndebtedness is extinguished within five Business Days of its Incurrence; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting letters of credit issued in the ordinary course of business or reimbursement obligations in respect thereof; provided that, upon the drawing upon such letters of credit, such obligations are reimbursed within 30 days following such drawing; (xii) the Incurrence by the Issuer of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xiii) the Incurrence by the Issuer or any Restricted Subsidiary of additional Indebtedness in an aggregate amount at any time outstanding, including those proceeds obtained all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (xiii), not to exceed $250.0 million; (xiv) the Incurrence by any Foreign Subsidiary of additional Indebtedness in an aggregate amount at any time outstanding not to exceed the greater of 5.0% of Total Assets of the Foreign Subsidiaries; (xv) Indebtedness incurred in connection with an acquisition, provided that on a pro forma basis, after giving effect to the incurrence Incurrence thereof, (x) the Issuer could Incur at least $1.00 of Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio is higher than immediately prior to such transaction; (xvi) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Credit Facilities in a principal amount not in excess of the stated amount of such additional letter of credit or bank guarantee; (xvii) any Guarantee (including by virtue of acting as a co-obligor in respect of Indebtedness) or pledge of Equity Interests in respect of Indebtedness of a joint venture or Unrestricted Subsidiary in an aggregate principal amount at any time outstanding under this clause (xvii) not to exceed the greater of $200.0 million and 5.0% of Total Assets of the Issuer (measured at the time of Incurrence); (xviii) Indebtedness incurred to finance participation in contango market opportunities with respect to Hydrocarbons not to exceed an aggregate principal amount of $100.0 million at any time outstanding; and (xix) Indebtedness (a) in connection with a sale-leaseback transaction involving a catalyst necessary or useful in the operation of refinery assets of the Issuer and its Restricted Subsidiaries in an aggregate principal amount not to exceed $25.0 million and (b) incurred in the ordinary course of business to finance the payment of insurance premiums in an aggregate principal amount at any time outstanding not to exceed $15.0 million. (c) For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xix) of Section 4.09(b) hereof, or is entitled to be Incurred pursuant to Section 4.09(a) hereof, the Issuer will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09. In addition, any Indebtedness originally classified as Incurred pursuant to clauses (i) through (xix) of Section 4.09(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. (d) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 4.09 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. (e) The Issuer and its Subsidiaries may will not at Incur any time own Total Unencumbered Assets equal Indebtedness that is subordinate in right of payment to less than 150% of the aggregate outstanding principal amount of the Unsecured any other Indebtedness of the Issuer and its Subsidiaries on a consolidated basisunless it is subordinate in right of payment to the Notes to the same extent. The Issuer will not permit any Guarantor to Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries toto incur, incur directly or indirectly, any Indebtedness, other than Intercompany Indebtednessexcept: (a) Indebtedness of the Company or any Subsidiary Guarantor, if, if immediately after giving effect to the incurrence of such additional Indebtedness and the receipt and application of the net proceeds thereof, the aggregate principal amount Consolidated Cash Flow Ratio of all the Company for the four full fiscal quarters for which quarterly or annual financial statements are available next preceding the incurrence of such Indebtedness would be greater than 2.0 to 1.0; (b) Indebtedness outstanding on the Issue Date; (c) Indebtedness of the Issuer Company or any Restricted Subsidiary of the Company under Credit Facilities in an aggregate amount at any one time outstanding pursuant to this clause (c) not to exceed the greater of (a) $200.0 million or (b) the sum of (i) 85.0% of the total book value of accounts receivable and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than (ii) 60% of the sum total book value of inventory, in each case as reflected on the Company’s and it Restricted Subsidiaries’ most recent consolidated financial statements prepared in accordance with GAAP; provided that amount in clause (without duplication):b) of this clause (c) shall not exceed $1,000.0 million; (1d) Indebtedness owed by the Company to any Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Restricted Subsidiary of the Company; provided, that, upon either (i) the Total Assets transfer or other disposition by such Restricted Subsidiary or the Company of any Indebtedness so permitted under this paragraph (d) to a Person other than the Company or another Restricted Subsidiary of the Issuer and its Subsidiaries as Company or (ii) the issuance (other than directors’ qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another such Restricted Subsidiary of the end Company The provisions of this paragraph (d) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been incurred at the calendar quarter covered in the Issuer’s Annual Report on Form 10-K time of any such issuance, sale, transfer or Quarterly Report on Form 10-Qother disposition, as the case may be; (e) Indebtedness of the Company or any of its Restricted Subsidiaries under any Interest Rate Protection Agreement, most recently filed with Commodity Agreement or Currency Agreement in each case incurred in the Commission ordinary course of business; (orf) Acquired Indebtedness, if such filing is not either (i) the Company would be permitted under the Exchange Act, with the Trusteeto incur at least $1.00 of additional Indebtedness pursuant to clause (a) prior above after giving pro forma effect to the relevant acquisition and incurrence of such additional Acquired Indebtedness or (ii) (a) the Company’s Consolidated Cash Flow Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to the relevant acquisition and incurrence of such Acquired Indebtedness as of the beginning of such four quarter period would be greater than (b) the Company’s Consolidated Cash Flow Ratio for such four quarter period as of immediately prior to such acquisition and incurrence of such Acquired Indebtedness; and; (2g) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (h) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary of the Company; (i) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (j) Indebtedness consisting of notes issued to employees, officers or directors in connection with the redemption or repurchase of Capital Stock held by such Persons in an aggregate amount not in excess of $10.0 million at any time outstanding; (k) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into by the Company or its Restricted Subsidiaries in the ordinary course of business; (l) the purchase price guarantees by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any assets included in Restricted Subsidiary permitted to be incurred under another provision of this covenant; (m) Indebtedness incurred to renew, extend, refinance or refund (collectively for purposes of this paragraph (m) to “refund”) any Indebtedness incurred pursuant to paragraphs (a), (b) or (f) above, this paragraph (m) or paragraphs (n) or (o) below (including any successive refundings); provided, that: (i) such Indebtedness does not exceed the definition principal amount (or accreted amount, if less) of Total Assets acquired, and Indebtedness so refunded plus the amount of any securities offering proceeds received (premium required to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained be paid in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service refunding pursuant to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application terms of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment refunded or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon premium reasonably determined by the average daily balance Company as necessary to accomplish such refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of the Company or such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness Restricted Subsidiary incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; therewith and (4ii) (A) in the case of any acquisition refunding of Indebtedness that is pari passu with the Securities, such refunding Indebtedness is made pari passu with or disposition by subordinate in right of payment to such Securities, and, in the Issuer or any of its Subsidiaries case of any asset or group refunding of assets since Indebtedness that is subordinate in right of payment to the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or saleSecurities, such acquisition or disposition or any related repayment refunding Indebtedness is subordinate in right of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect payment to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect Securities on terms no less favorable to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater Holders than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered those contained in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.being refunded,

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur create, incur, assume or directly or indirectly guarantee or in any Indebtedness, other than Intercompany Indebtedness, manner become directly or indirectly liable for (“incur”) any Indebtedness (including Acquired Debt) if, immediately after giving pro forma effect to the such incurrence of such additional Indebtedness and the application of the proceeds thereof, the Debt to Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries is more than 7.00 to 1.0, provided that Non-Guarantors may not incur Indebtedness under this Section 4.07(a) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of the greater of (a) $220.0 million and (b) 2.0% of Consolidated Total Assets of Indebtedness of such Non-Guarantors would be outstanding pursuant to this Section 4.07(a) at such time. (b) Section 4.07(a) will not apply to the incurrence of any of the following (collectively, “Permitted Indebtedness”): (i) Indebtedness of the Company and the Subsidiary Guarantors incurred under Senior Credit Facilities, and Refinancing Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed (a) $400,000,000 plus (b) the greater of (x) the aggregate principal amount of all Indebtedness outstanding under the Senior Credit Agreement (after giving effect to the amendment to the Senior Credit Agreement in connection with the Transactions) on the Issue Date (assuming, in the case of any revolving credit facility thereunder, that such facility is fully drawn) and (y) an amount equal to Operating Cash Flow of the Company and its Restricted Subsidiaries for the most recent Test Period divided by two (2), determined on a pro forma basis with the pro forma adjustments set forth in clause (ii) of the definition of “Debt to Operating Cash Flow Ratio” and as determined in good faith by the Company, times 3.50 plus (c) in the case of any Refinancing Indebtedness incurred under this clause (i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness; (ii) Indebtedness of the Issuer Company represented by (a) the Notes issued on the Issue Date, (b) the 2031 Notes outstanding on the Issue Date, (c) the 2030 Notes outstanding on the Issue Date, (d) the 2026 Notes outstanding on the Issue Date, (e) the 2029 Secured Notes outstanding on the Issue Date and its Subsidiaries on (f) Indebtedness of any subsidiary guarantor represented by a consolidated basis determined subsidiary guarantee in respect thereof or in respect of Additional Notes incurred in accordance with GAAP is greater than 60% this Indenture; (iii) Indebtedness of the sum Company or any of its Restricted Subsidiaries consisting of (without duplication):a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with past practice; (1iv) the Total Assets incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to or held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer and its Subsidiaries as Company, or the Guarantee of the end of the calendar quarter covered such Subsidiary Guarantor, in the Issuer’s Annual Report on Form 10-K case of a Subsidiary Guarantor; and (i) any subsequent issuance or Quarterly Report on Form 10-Qtransfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any transfer or other disposition of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, most recently filed that was not permitted by this clause (iv); (v) Indebtedness of the Company consisting of guarantees of Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary consisting of guarantees of any Indebtedness of the Company or another Restricted Subsidiary, which Indebtedness of the Company or another Restricted Subsidiary has been incurred in accordance with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence provisions of such additional Indebtedness; andthis Indenture; (2vi) Hedging Obligations (not for speculative purposes); (vii) Permitted Purchase Money Indebtedness, Capital Lease Obligations, sale and leaseback transactions and mortgage financings so long as the purchase price aggregate amount of all such Permitted Purchase Money Indebtedness, Capital Lease Obligations and mortgage financings together with any assets included Refinancing Indebtedness in respect thereof does not exceed the definition greater of $250.0 million and 2.25% of Consolidated Total Assets acquired, and calculated at the amount time of incurrence at any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness.one time outstanding; (bviii) The Issuer shall not, and shall not permit any Acquisition Debt of its Subsidiaries to, incur any Indebtedness the Company or a Restricted Subsidiary if the ratio of Consolidated Income Available for (w) such Acquisition Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to is incurred within 270 days after the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related definitive acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition agreement or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QLMA, as the case may be, most recently filed was entered into by the Company or such Restricted Subsidiary, (x) the aggregate principal amount of such Acquisition Debt is no greater than the aggregate principal amount of Acquisition Debt set forth in a notice from the Company to the Trustee (an “Incurrence Notice”) within 30 days after the date on which the related definitive acquisition agreement or LMA, as the case may be, was entered into by the Company or such Restricted Subsidiary, which notice shall be executed on the Company’s behalf by the chief financial officer of the Company in such capacity and shall describe in reasonable detail the acquisition or LMA, as the case may be, which such Acquisition Debt will be incurred to finance, (y) after giving pro forma effect to the acquisition or LMA, as the case may be, described in such Incurrence Notice, the Company or such Restricted Subsidiary could have incurred such Acquisition Debt under this Indenture as of the date upon which the Company delivers such Incurrence Notice to the Trustee and (z) such Acquisition Debt is utilized solely to finance the acquisition or LMA, as the case may be, described in such Incurrence Notice (including to repay or refinance Indebtedness or other obligations incurred in connection with such acquisition or LMA, as the case may be, and to pay related fees and expenses); (ix) Indebtedness of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiaries or merged with or into or consolidated with the Commission (or, if such filing is not permitted under the Exchange Act, Company or a Restricted Subsidiary in accordance with the Trusteeterms of this Indenture; provided that such Indebtedness, together with any Refinancing Indebtedness in respect thereof, is in an aggregate amount not to exceed (i) the greater of $250.0 million and 2.25% of Consolidated Total Assets at any time outstanding plus (ii) unlimited additional Indebtedness if after giving pro forma effect to such acquisition, merger or consolidation and incurrence of Indebtedness (for the avoidance of doubt, initially classified as incurred under either clause (i) or (ii) when incurred), either: (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Operating Cash Flow Ratio test set forth in the first paragraph of this covenant (measured at the time of entry into definitive documentation); (b) the Debt to Operating Cash Flow Ratio of the Company and the Restricted Subsidiaries (measured at the time of entry into definitive documentation) would not be greater than immediately prior to the incurrence of such additional Indebtednessacquisition, merger or consolidation; andor (2c) the purchase price such Indebtedness is Acquired Debt of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer a Person or any of its Subsidiaries since existing at the end time such Person becomes a Restricted Subsidiary and not incurred in contemplation thereof (provided that, in the case of this clause (c), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such calendar quarterIndebtedness prior to such Person becoming a Restricted Subsidiary, including those proceeds obtained on the date of consummation of such acquisition, merger, consolidation or other combination); (x) Refinancing Indebtedness in respect of Indebtedness permitted by the first paragraph of this covenant, clause (ii) above, clause (iii) above, clause (vii) above, clause (viii) above, clause (ix) above, this clause (x) or clauses (xi), (xvi), (xix), (xxi) or (xxii) below; (xi) Indebtedness of the Company or any Subsidiary Guarantor existing on the Issue Date; (xii) Indebtedness consisting of customary indemnification, obligations in respect of earn-outs, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets; (xiii) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation to letters of credit in respect to workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such additional Indebtedness, such obligations are reimbursed within 60 days following such drawing or incurrence; (xiv) Indebtedness under performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business; (xv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from customary cash management services or 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 ten Business Days; (xvi) Indebtedness of Non-Guarantors, together with any Refinancing Indebtedness in respect thereof, in an aggregate amount not to exceed the greater of (a) $50.0 million and (b) 0.45% of Consolidated Total Assets of Non-Guarantors at any time outstanding; (xvii) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Company or any of its Restricted Subsidiaries or arising under any Receivables Facility; (xviii) Indebtedness of the Company or a Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease or discharge the Notes under Article VIII or otherwise prepay the Notes; (xix) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (xix) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company, in each case, subsequent to the Issue Date; provided, however, that (a) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (b) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause to the extent such net cash proceeds or cash have been applied to make Restricted Payments; (xx) unsecured Indebtedness of the Company owing to any then existing or former director, officer or employee of the Company or any of its Restricted Subsidiaries or their respective assigns, estates, heirs or their current or former spouses for the repurchase, redemption or other acquisition or retirement for value of any Capital Stock held by them that would have otherwise been permitted under Section 4.05; (xxi) Indebtedness of the Company and its Restricted Subsidiaries in addition to that described in clauses (i) through (xx) above, and (xxii) below, and any renewals, extensions, substitutions, refundings, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (xxi), together with any Refinancing Indebtedness in respect thereof, does not exceed the greater of $250.0 million and 2.25% of Consolidated Total Assets calculated at the time of incurrence at any one time outstanding; and (xxii) Indebtedness in respect of Tax Advantaged Transactions; provided that the aggregate amount of such Indebtedness, together with any Refinancing Indebtedness in respect thereof, together with the aggregate amount of Investments made in connection with Tax Advantaged Transactions pursuant to clause (xx) of “Permitted Investments” shall not exceed an aggregate amount equal to the greater of $550.0 million and 5.0% of Consolidated Total Assets. (c) For purposes of determining compliance with this covenant: (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness permitted pursuant to clauses (i) through (xxii) above, the Company shall, in its sole discretion, be permitted to classify such item of Indebtedness in any manner that complies with this covenant and may from time to time reclassify such items of Indebtedness in any manner that would comply with this covenant at the time of such reclassification; for the avoidance of doubt, any incurrence of Indebtedness may, if applicable, be classified or reclassified in part as being incurred under Section 4.07(a) and in part under one or more categories of Permitted Indebtedness; (ii) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; (iii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this covenant, the Company, in its sole discretion, shall classify such Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses; (iv) accrual of interest (including interest paid-in-kind) and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; and (v) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof. (d) The Issuer and its Subsidiaries may not at Notwithstanding any time own Total Unencumbered Assets equal to less than 150% other provision of this covenant: (i) the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the aggregate outstanding principal amount Company may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the Unsecured exchange rate of currencies; and (ii) Indebtedness of incurred pursuant to the Issuer and its Subsidiaries Senior Credit Agreement prior to or on a consolidated basisthe Issue Date shall be treated as initially incurred pursuant to Section 4.07(b)(i)(b).

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, incur Incur, directly or indirectly, any IndebtednessIndebtedness unless, other than Intercompany Indebtedness, if, immediately on the date of such Incurrence (and after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereofthereto), the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (Consolidated Coverage Ratio exceeds 2.0 to 1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer foregoing limitations contained in paragraph (a) do not apply to the Incurrence of any of the following Indebtedness: (1) Indebtedness owed to and held by a Wholly Owned Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the Company; (2) the Securities; (3) Indebtedness incurred, in each case, to provide all or a portion of the purchase price or cost of construction of an asset or, in the case of a sale/leaseback transaction, to finance the value of such asset owned by the Company or a Subsidiary, in an aggregate principal amount which, together with all other Indebtedness outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clause (1) or (6) of this paragraph (b)), does not exceed $10,000,000; (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (2) or (3) of this paragraph (b); (5) Indebtedness under a reverse repurchase program or other derivative instrument if such Indebtedness is secured only by an Investment by the Company or its Subsidiaries (or the proceeds of the sale of such an Investment), provided such Indebtedness has a term of 90 days or less; (6) customer deposits and advance payments received from customers for goods or services purchased in the ordinary course of business; and (7) Indebtedness in an aggregate principal amount which, together with all other Indebtedness of the Company and its Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by paragraph (a) or clauses (1) through (6) of this paragraph (b)), does not exceed $5,000,000. (c) Notwithstanding the foregoing, the Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, incur Incur, directly or indirectly, any Indebtedness (i) that is subordinate or junior in ranking in right of payment to its Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness, or (ii) pursuant to paragraph (b) above if the ratio of Consolidated Income Available for Debt Service proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Annual Debt Service Charge for Securities to at least the four consecutive fiscal quarters most recently ended prior to the date on which same extent as such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessSubordinated Obligations. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less For purposes of determining compliance with the foregoing covenant, (i) in the event that an item of Indebtedness meets the criteria of more than 150% one of the aggregate outstanding principal types of Indebtedness described above, the Company, in its sole discretion, will classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the Unsecured above clauses and (ii) an item of Indebtedness may be divided and classified in more than one of the Issuer and its Subsidiaries on a consolidated basistypes of Indebtedness described above.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not cause or permit any of its Subsidiaries Restricted Group Member to, incur directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness); provided, other than Intercompany Indebtednesshowever, that the Company and any Restricted Group Member may Incur Indebtedness if, at the time of and after giving effect to such Incurrence, the Company's Debt to Annualized Operating Cash Flow Ratio would be less than or equal to 6.0 to 1.0. (b) The foregoing limitations of paragraph (a) of this covenant will not apply to any of the following, each of which shall be given independent effect: (i) the Securities and Permitted Refinancings thereof; (ii) indebtedness of the Company or any Restricted Group Member to the extent outstanding on the date of this Indenture, and Permitted Refinancings thereof; (iii) indebtedness of the Company pursuant to the Senior Credit Facility in an aggregate amount at any time outstanding not to exceed $100.0 million; (iv) Indebtedness of the Company or any Restricted Group Member, in each case, to the extent that the proceeds of or credit support provided by such Indebtedness is used to finance the cost (including the cost of design, development, construction, installation or integration) of network assets, equipment or inventory acquired by the Company or any Restricted Group Member after the Issue Date or to finance or support working capital or capital expenditures for a Telecommunications Business, and Permitted Refinancings thereof; (v) Indebtedness (including Acquired Indebtedness) of the Company or any Restricted Group Member to the extent that the proceeds of or credit support provided by such Indebtedness is used in connection with the development, expansion or operation of a Telecommunications Business or is used to finance (or is Incurred as Acquired Indebtedness in connection with the consummation of) a Telecommunications Acquisition (or is used to provide working capital for, or to finance the construction of, the business or network acquired), and, in each case, Permitted Refinancings thereof, but in each case only to the extent that the aggregate amount of outstanding Indebtedness of the Company and the Restricted Group Members immediately after giving effect to the incurrence Incurrence of such additional Indebtedness and the application of the proceeds thereof, therefrom does not exceed the aggregate principal amount product of all outstanding 2.0 and the Share Capital of the Company at the date of Incurrence of such Indebtedness; (vi) Acquired Indebtedness of the Issuer and its Subsidiaries on Company or any Restricted Group Member Incurred in connection with the consummation of a consolidated basis determined Telecommunications Acquisition, and, in accordance with GAAP is greater than 60% each case, Permitted Refinancings thereof, but in each case only to the extent that the aggregate amount of such Acquired Indebtedness does not exceed the net sum of the sum plant, property and equipment acquired by the Company or a Restricted Group Member in such Telecommunications Acquisition as set forth on the Latest Balance Sheet of (without duplication):the Person which is the other party to such Telecommunications Acquisition; (1) Indebtedness of any Restricted Group Member owed to and held by the Total Assets Company or any Restricted Group Member and (2) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by any Restricted Group Member, in each case which is unsecured and subordinated in right of payment to the payment and performance of the end Company's obligations under the Securities; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (vii) shall be deemed to have occurred upon (x) any sale or other disposition of any Indebtedness of the calendar quarter covered Company or any Restricted Group Member referred to in this clause (vii) to any Person other than the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qany Restricted Group Member or (y) any Restricted Group Member that holds Indebtedness of the Company or another Restricted Group Member ceasing to be a Restricted Group Member; (viii) Interest Rate Protection Obligations of the Company or any Restricted Group Member relating to Indebtedness of the Company or such Restricted Group Member, as the case may be (which Indebtedness is otherwise permitted to be Incurred under this covenant); provided, however, that the notional principal amount of such Interest Rate Protection Obligations does not exceed the principal amount of the Indebtedness to which such Interest Rate Protection Obligations relate; (ix) Indebtedness of the Company or any Restricted Group Member under Currency Agreements to the extent relating to (x) Indebtedness of the Company or such Restricted Group Member, as the case may be, most recently filed with the Commission and/or (ory) obligations to purchase assets, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included properties or services incurred in the definition ordinary course of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application business of the proceeds therefrom, and calculated on the assumption that: (1) Company or such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QRestricted Group Member, as the case may be; provided, most recently filed however, that such Currency Agreements do not increase the Indebtedness or other obligations of the Company and the Restricted Group Members outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities or compensation payable thereunder; (x) Indebtedness of the Company and/or any Restricted Group Member in respect of performance bonds of the Company or any Restricted Group Member or surety bonds provided by the Company or any Restricted Group Member incurred in the ordinary course of business and on ordinary business terms in connection with the Commission construction or operation of a Telecommunications Business; (orxi) Indebtedness arising from agreements providing for indemnification, if adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Group Member pursuant to such filing is not permitted under the Exchange Actagreements, in any case Incurred in connection with the Trusteedisposition of any business, assets or Restricted Group Member (other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Group Member for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Group Member in connection with such disposition; (xii) prior Indebtedness of the Company or any Restricted Group Member so long as the sum of (1) the aggregate amount of Indebtedness Incurred and outstanding by the Company pursuant to this clause (xii) and (2) the product of 2.0 and the aggregate amount of Indebtedness Incurred and outstanding by the Restricted Group Members (collectively) pursuant to this clause (xii) does not exceed the product of 2.0 and (A) 100% of the Net Proceeds received by the Company after the Issue Date from contributions of capital or the issuance and sale of its Qualified Equity Interests to any Person (other than any Restricted Group Member) and (B) 80% of the Net Proceeds of property other than cash received by the Company after the Issue Date from contributions of capital or the issuance and sale of its Qualified Equity Interests to any Person (other than any Restricted Group Member), in each case (A) and (B) only to the incurrence extent that such Net Proceeds have not been used pursuant to clause (c)(2) of the first paragraph of Section 4.11 to make a Restricted Payment; provided, however, that no such additional IndebtednessIndebtedness may be Incurred pursuant to this clause (xii) to the extent that such contributions to capital or issuance and sale of Qualified Equity Interests were previously included in the determination of Share Capital for purposes of Incurring Indebtedness under clause (v) above of this paragraph (b) of this covenant; (xiii) in addition to the items referred to in clauses (i) through (xii) above, Indebtedness of the Company or any Restricted Group Member in an aggregate amount not to exceed $20.0 million at any time outstanding; and (2xiv) guarantees by the purchase price Company of any assets Indebtedness of any Restricted Group Member permitted to be Incurred by such Restricted Group Member under this paragraph (b). (c) For purposes of determining any particular amount of Indebtedness under this covenant, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end determination of such calendar quarterparticular amount shall not be included; provided, including those proceeds obtained however, that the foregoing shall not in connection with any way be deemed to limit the incurrence provisions of such additional IndebtednessSection 4.18. (d) The Issuer and its Subsidiaries For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may not at any time own Total Unencumbered Assets equal to less than 150% be Incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the aggregate outstanding principal types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, may, at the time of such Incurrence, (i) classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) elect to comply with such paragraphs (or definitions), as applicable, in any order. (e) Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Unsecured Indebtedness Company or a Restricted Group Member may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the Issuer and its Subsidiaries on a consolidated basisexchange rates of currencies.

Limitation on Incurrence of Indebtedness. (a1) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, incur directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness, other than Intercompany Indebtedness, ) except that the Company and its Restricted Subsidiaries may Incur Indebtedness if, immediately at the time of and after giving pro forma effect to the incurrence of such additional Indebtedness Incurrence thereof and the application of the net proceeds thereoftherefrom, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the ratio of (x) the Company’s Consolidated Tangible Assets as of the end of the Latest Completed Quarter to (y) the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis, would be no less than 2.0 to 1.0 and (iii) the Company’s Consolidated Interest Coverage Ratio would be no less than 1.5 to 1.0; provided that, after giving pro forma effect to any Incurrence by a Restricted Subsidiary under this Section 3.12(1) and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of all Restricted Subsidiaries (other than any Subsidiary Guarantor) with any person other than the Issuer Company or any Subsidiary Guarantor shall not exceed the greater of (i) U.S.$ 100 million on any date after the Issue Date, (ii) 30% of the consolidated Indebtedness of the Company and (iii) 12% of the Company’s Consolidated Tangible Assets. (2) Notwithstanding clause (1) above, the Company and its Restricted Subsidiaries, as applicable, may at any time, Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness outstanding on the Issue Date; (b) Indebtedness in respect of the Notes, excluding Additional Notes; (c) guarantees by the Company or any of its Restricted Subsidiaries on a consolidated basis determined of Indebtedness Incurred in accordance with GAAP this covenant, which guarantee in the case of a Restricted Subsidiary is greater than 60% permitted under Section 3.18; (d) Hedging Obligations entered into in the ordinary course of business and not for speculative purposes, including, without limitation, Hedging Obligations in respect of the sum Notes; (e) Indebtedness Incurred (including Acquired Indebtedness) for the purpose of financing or Refinancing all or any part of the purchase price or cost of construction, development or improvement of property or equipment used in a Permitted Business (without duplication): i) which is non-recourse with respect to any other property or assets of the Company or any of its Restricted Subsidiaries (other than (1) in connection with a Lien contemplated by clause (10) of the Total definition of “Permitted Lien”, (2) guarantees that are customary in otherwise non-recourse mortgage financings, such as completion and payment guarantees relating to construction financings and so-called “recourse carveout” guarantees that are triggered by specified prohibited actions; provided that any such otherwise non-recourse mortgage financing is in an aggregate principal amount which, at the time of Incurrence, when taken together with the aggregate principal amount of all such financings under this clause (e)(i)(2) and then outstanding, does not exceed the greater of (x) U.S.$90.0 million and (y) 15% of total Consolidated Tangible Assets of the Issuer and its Subsidiaries Company, calculated as of the end of the calendar quarter covered Latest Completed Quarter (after giving pro forma effect to the application of the proceeds or the value of the cash and Cash Equivalents in which such proceeds are being held, as applicable), and (3) Liens on property and assets related to real property whose acquisition, construction, development or improvement is being financed or Refinanced) or (ii) is in an aggregate principal amount which, at the Issuer’s Annual Report time of Incurrence when taken together with the aggregate principal amount of all Indebtedness Incurred under this clause (e)(ii) and then outstanding, does not exceed the greater of (x) U.S.$75.0 million and (y) 12% of total Consolidated Tangible Assets of the Company, calculated as of the end of the Latest Completed Quarter (after giving pro forma effect to the application of the proceeds or the value of the cash and Cash Equivalents in which such proceeds are being held, as applicable); provided that the proceeds from any Indebtedness Incurred under this clause (e) shall be held in cash and Cash Equivalents until used for such purpose and any such subsequent acquisition, construction, development or improvement shall be financed or Refinanced, in whole or in part, with such cash and Cash Equivalents; (f) Indebtedness Incurred between or among the Company, on Form 10-K the one hand, and any of its Restricted Subsidiaries, on the other hand, or Quarterly Report on Form 10-Qbetween any Restricted Subsidiaries (in each case, other than a Receivables Entity); provided that: (i) a subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, most recently filed not permitted by this clause (f), and provided, further that if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full of all obligations under the Notes and this Indenture; (g) Indebtedness in respect of any obligations under workers’ compensation claims, severance payment obligations, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds, letters of credit or completion or performance guarantees in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) business days of its Incurrence; (i) Indebtedness of the Company or any of its Restricted Subsidiaries (including a Receivables Entity) Incurred pursuant to (1) a Qualified Receivables Transaction, or (2) a factoring transaction or other financing involving the sale and transfer of, or the grant of a security interest in, Residential Receivables, provided, in the case of this clause (2), that such Indebtedness at the time of Incurrence does not exceed 80% of the discounted present value, determined in good faith by the Company, of such Residential Receivables; (j) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clauses (2)(a), (b), (i) or (j) of this Section; (k) Indebtedness arising from agreements providing for customary guarantees, indemnification, adjustment of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the Commission (ordisposition of any business or assets or Person or any Capital Stock of a Subsidiary, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such additional Indebtednessbusiness or assets or such Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by the Company or a Restricted Subsidiary in connection with such disposition; (l) Indebtedness Incurred in connection with any Project Financing; (m) Indebtedness consisting solely of Liens granted in reliance on clause (10) of the definition of “Permitted Lien” included in Section 1.1; and (2n) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1in an aggregate outstanding principal amount which, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection when taken together with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness Incurred under this clause (n) at any time outstanding, does not exceed the greater of the Issuer (x) U.S.$30.0 million and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40(y) 5% of the sum of (without duplication): (1) the Total Company’s Consolidated Tangible Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered Latest Completed Quarter. (3) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the Issuer’s Annual Report form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Form 10-K or Quarterly Report on Form 10-Q, as Disqualified Capital Stock in the case may be, most recently filed form of additional Disqualified Capital Stock with the Commission (or, if same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided that any such filing is not permitted under the Exchange Act, with the Trustee) prior outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to the incurrence any provision of such additional Indebtedness; and clause (2) the purchase price of this covenant will be counted as Indebtedness outstanding thereunder for purposes of any assets included future Incurrence under such provision. For purposes of determining compliance with this Section, in the definition event that an item of Total Assets acquiredIndebtedness meets the criteria of more than one of the categories of Permitted Indebtedness set forth in this Section 3.12., the Company will be permitted to classify such item of Indebtedness on the date of its incurrence and may, in its sole discretion, divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant. Notwithstanding any other provision of this covenant, the maximum amount of any securities offering proceeds received (to Indebtedness that the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer Company or any Restricted Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded as a result solely of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained fluctuations in connection with the incurrence of such additional Indebtednessexchange rates or currency values. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall From and after any Reversion Date until the commencement of a subsequent Suspension Period, the Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), other than Intercompany Indebtednessissue shares of Disqualified Stock and issue shares of Preferred Stock, if, immediately after giving effect to if the incurrence of Total Net Leverage Ratio at the time such additional Indebtedness and is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds thereoftherefrom), as if the aggregate principal amount of all outstanding additional Indebtedness of had been incurred, or the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Disqualified Stock or Quarterly Report on Form 10-QPreferred Stock had been issued, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such period; (2) the repayment incurrence or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computationissuance, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance or Disqualified Stock or Preferred Stock of such Indebtedness during such period); Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection together with any acquisition since Refinancing Indebtedness in respect thereof) and clause (xxxi) below exceeds the first day greater of such four-quarter period, the related acquisition had occurred (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the first last day of such period with the appropriate adjustments with respect most recently ended Measurement Period on or prior to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtednessdetermination. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not cause or permit any of its Subsidiaries Restricted Subsidiary to, incur directly or indirectly, Incur any Indebtedness; provided, other however, that the Company may Incur Indebtedness if, at the time of such Incurrence, the Debt to Annualized Operating Cash Flow Ratio would be less than Intercompany or equal to 6.0 to 1.0. (b) The foregoing limitations of paragraph (a) of this covenant will not apply to any of the following, each of which shall be given independent effect: (i) the Securities and the Dollar Notes, and Permitted Refinancings thereof; (ii) Indebtedness of the Company or any Restricted Subsidiary to the extent outstanding on the date of this Indenture, and Permitted Refinancings thereof; (iii) Indebtedness of the Company or Qualified Subsidiary Indebtedness, ifin each case, immediately to the extent that the proceeds of or credit support provided by such Indebtedness is used to finance the cost (including the cost of design, development, construction, installation or integration) of network assets, equipment or inventory acquired by the Company or a Restricted Subsidiary after the Issue Date, and Permitted Refinancings thereof; (1) Indebtedness of the Company or Qualified Subsidiary Indebtedness, in each case, to the extent that the proceeds of or credit support provided by such Indebtedness is used to finance a Telecommunications Acquisition, or working capital for, or to finance the construction of, the business or network acquired and (2) Acquired Indebtedness, and, in each case, Permitted Refinancings thereof, but in each case only to the extent that (x) the aggregate amount of Indebtedness outstanding of the Company and the Restricted Subsidiaries after giving effect to the incurrence Incurrence of such additional Indebtedness and the application of the proceeds thereof, therefrom does not exceed the product of 2.0 and the Share Capital of the Company at the date of Incurrence of such Indebtedness or (y) the aggregate principal amount of such Indebtedness or Acquired Indebtedness, together with all outstanding Indebtedness of the Issuer and its Subsidiaries on Person, if any, that is to become a Restricted Subsidiary or be merged or consolidated basis determined with or into the Company or any Restricted Subsidiary in accordance with GAAP is greater than 60% the contemplated transaction outstanding at the time of such transaction (whether or not Incurred in connection with, or in contemplation of, such transaction), does not exceed the net sum of the sum plant, property and equipment set forth on the Latest Balance Sheet of (without duplication):such Person; (1) Indebtedness of any Restricted Subsidiary owed to and held by the Total Assets Company or any Restricted Subsidiary and (2) Indebtedness of the Issuer Company owed to and its Subsidiaries as held by any Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the end Company's obligations under the Securities; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (v) shall be deemed to have occurred upon (x) any sale or other disposition of any Indebtedness of the calendar quarter covered Company or any Restricted Subsidiary referred to in this clause (v) to any Person other than the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qany Restricted Subsidiary or (y) any Restricted Subsidiary that holds Indebtedness of the Company or another Restricted Subsidiary ceasing to be a Restricted Subsidiary; (vi) Interest Rate Protection Obligations of the Company or any Restricted Subsidiary relating to Indebtedness of the Company or such Restricted Subsidiary, as the case may be (which Indebtedness (x) bears interest at fluctuating interest rates and (y) is otherwise permitted to be Incurred under this covenant); provided, however, that the notional principal amount of such Interest Rate Protection Obligations does not exceed the principal amount of the Indebtedness to which such Interest Rate Protection Obligations relate; (vii) Indebtedness of the Company or any Restricted Subsidiary under Currency Agreements to the extent relating to (x) Indebtedness of the Company or such Restricted Subsidiary, as the case may be, most recently filed with the Commission and/or (ory) obligations to purchase assets, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included properties or services incurred in the definition ordinary course of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application business of the proceeds therefrom, and calculated on the assumption that: (1) Company or such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-QRestricted Subsidiary, as the case may be; provided, most recently filed however, that such Currency Agreements do not increase the Indebtedness or other obligations of the Company and the Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities or compensation payable thereunder; (viii) Indebtedness of the Company and/or any Restricted Subsidiary in respect of performance bonds of the Company or any Restricted Subsidiary or surety bonds provided by the Company or any Restricted Subsidiary incurred in the ordinary course of business and on ordinary business terms in connection with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence construction or operation of such additional Indebtednessa Telecommunications Business; and (2ix) in addition to the purchase price items referred to in clauses (i) through (viii) above, Indebtedness of the Company or Qualified Subsidiary Indebtedness in an aggregate amount not to exceed $15.0 million at any assets time outstanding. (c) For purposes of determining any particular amount of Indebtedness under this covenant, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end determination of such calendar quarterparticular amount shall not be included; provided, including those proceeds obtained however, that the foregoing shall not in connection with any way be deemed to limit the incurrence provisions of such additional IndebtednessSection 4.18. (d) The Issuer and its Subsidiaries For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may not at any time own Total Unencumbered Assets equal to less than 150% be Incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the aggregate outstanding principal amount types of Indebtedness described in the second paragraph of this covenant (or the definitions of the Unsecured terms used therein), the Company, in its sole discretion may, at the time of such Incurrence, (i) classify such item of Indebtedness under and comply with either of the Issuer such paragraphs (or any of such definitions), as applicable, (ii) classify and its Subsidiaries on a consolidated basisdivide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) elect to comply with such paragraphs (or definitions), as applicable, in any order.

Limitation on Incurrence of Indebtedness. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (xxxi) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination. (b) The foregoing limitations will not apply to: (i) Indebtedness under the Credit Facilities (including the Notes issued on the Issue Date and the Existing Secured Notes) by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that immediately after giving effect to any such incurrence, the then-outstanding aggregate principal amount of all Indebtedness under this clause (i) does not exceed at any one time the sum of (A) $5,350 million and (B) (x) $1,750 million (the “Fixed Incremental Amount”), plus (y)(1) additional amounts of First Lien Indebtedness if, after giving effect to the incurrence thereof (but excluding the cash proceeds thereof for the purposes of calculating such ratio) the Company is in compliance, on a Pro Forma Basis, with a Consolidated Senior Secured First Lien Debt Ratio of not more than 3.00:1.00 and (2) additional amounts of Secured Indebtedness (other than First Lien Indebtedness) if, after giving effect to the incurrence thereof but excluding the cash proceeds thereof for the purposes of calculating such ratio, the Company is in compliance, on a Pro Forma Basis, with a Secured Net Leverage Ratio of not more than 4.75:1.00 (such amounts under subclauses (1) and (2), the “Ratio Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Amount”) as of the end of the most recent Measurement Period; provided that for purposes of clause (y), if the proceeds will be applied to finance a Limited Condition Transaction, the Ratio Incremental Amount will be determined in accordance with Section 1.04(b) hereof; provided, further, that if the Company or any Restricted Subsidiary incurs Indebtedness using the Fixed Incremental Amount on the same date that it incurs Indebtedness using the Ratio Incremental Amount, the Consolidated Senior Secured First Lien Debt Ratio or the Secured Net Leverage Ratio, as applicable, will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount; (ii) [reserved]; (iii) Indebtedness of the Company or any of its Restricted Subsidiaries existing, or any Preferred Stock of the Company or any Preferred Stock of the Company or any of its Restricted Subsidiaries issued, on the Issue Date (other than Indebtedness described in clauses (i) and (xxv)); (iv) Indebtedness among the Company and its Subsidiaries (including between or among Subsidiaries); provided that any such Indebtedness, individually, of the Company, any Co-Issuer or any Guarantor owing to a Non-Guarantor Subsidiary in excess of $15,000,000 must be expressly subordinated to the Obligations under this Indenture within 30 days of the incurrence of such Indebtedness; (v) Guarantees by the Company of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary; provided that (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 4.08 hereof (other than Intercompany clause (5) of the definition of “Permitted Investments”); (B) Guarantees permitted under this clause (v) shall be subordinated to the Obligations under this Indenture of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Holders as the Indebtedness so Guaranteed is subordinated to the Obligations under this Indenture; and (C) no Indebtedness incurred pursuant to Section 4.09(a) hereof or clauses (i) or (xxxi) of this Section 4.09(b), or any Permitted Refinancing Indebtedness in respect thereof shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is an Issuer or a Guarantor; (vi) (A) Indebtedness of the Company or any Restricted Subsidiary incurred to finance the acquisition, lease, construction, replacement, repair or improvement of any assets or other Investments permitted hereunder (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings); provided that (1) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, replacement, repair or improvement and (2) the aggregate amount of Indebtedness permitted pursuant to this clause (vi)(A) shall not exceed the greater of $100,000,000 and 13.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) at any time outstanding, and (B) any Permitted Refinancing Indebtedness in respect thereof; (vii) Indebtedness arising in connection with (A) Hedging Obligations entered into to hedge or mitigate risks to which the Company or any Restricted Subsidiary has actual or potential exposure (other than those in respect of Equity Interests of the Company or any of its Restricted Subsidiaries), except as may be related to convertible indebtedness, including to hedge or mitigate foreign currency and commodity price risks, (B) Hedging Obligations entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or Investment of the Company or any Restricted Subsidiary and (C) any accelerated share repurchase contract, prepaid forward purchase contract or similar contract with respect to the purchase by the Company of its Equity Interest, which purchase is permitted by Section 4.08 hereof; provided that Guarantees by any Issuer or any Guarantor of such Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 4.08 hereof; (viii) (A) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof (including any Indebtedness assumed in connection with the acquisition of a Restricted Subsidiary); provided that (1) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (2) the Company, on a Pro Forma Basis, could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in (a) and (B) any Permitted Refinancing Indebtedness in respect thereof; (ix) obligations in respect of workers’ compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self-insurance obligations, obligations in respect of bids, tenders, trade contracts, governmental contracts and leases, statutory obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Company or any Restricted Subsidiary, in each case in the ordinary course of business; (x) to the extent constituting Indebtedness, ifcontingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Company or any Restricted Subsidiary; (xi) to the extent constituting Indebtedness, immediately customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (xii) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (xiii) to the extent constituting Indebtedness, deferred compensation or similar arrangements payable to future, present or former directors, officers, employees, members of management or consultants of the Company and the Restricted Subsidiaries; (xiv) Indebtedness in respect of repurchase agreements constituting Cash Equivalents; (xv) Indebtedness consisting of promissory notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses or former spouses, domestic partners or former domestic partners to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.08 hereof; (xvi) cash management obligations and Indebtedness incurred by the Company or any Restricted Subsidiary in respect of netting services, overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management, including among the Company and its Restricted Subsidiaries, and deposit accounts; (xvii) (A) Indebtedness consisting of the financing of insurance premiums and (B) take-or-pay obligations constituting Indebtedness of the Company or any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (xviii) Indebtedness incurred by any Issuer or any Guarantor with respect to letters of credit, bank guarantees or similar instruments issued for the purposes described in clauses (13), (14), (16), (29) and (30) of the definition of “Permitted Liens” or issued to secure trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business or consistent with past practice and the obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (A) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence and (B) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed $50,000,000 at any time; (xix) obligations, contingent or otherwise, for the payment of money under any non-compete, consulting or similar agreement entered into with the seller of a Person that is to be acquired, in whose Equity Interests an Investment is to be made or whose (or whose business unit’s, line’s or division’s) assets are to be acquired in an acquisition permitted by Section 4.08 hereof or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (xx) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is permitted under Section 4.06 hereof; (xxi) other Indebtedness of the Company and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (xxi) shall not exceed the greater of $425,000,000 and 25.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) at any time outstanding; (xxii) unsecured Indebtedness in respect of obligations of the Company or any Restricted 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 in the ordinary course of business and not in connection with the borrowing of money; (xxiii) Indebtedness of Non-Guarantor Subsidiaries in an aggregate amount outstanding not to exceed the greater of $125,000,000 and 7.0% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Measurement Period on or prior to the date of determination) in the aggregate; provided that such Indebtedness is either (i) unsecured or (ii) secured by only the Equity Interests in or assets of such Non-Guarantor Subsidiary; (xxiv) to the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Company and its Subsidiaries including Guarantees and Investments permitted under clause (27) of the definition of “Permitted Investments”; (xxv) the Existing Unsecured Notes and any Permitted Refinancing Indebtedness in respect thereof; (xxvi) Indebtedness of the Company or any Restricted Subsidiary that is secured by Liens on the Collateral ranking junior to the Liens securing the Obligations under this Indenture; provided that after giving effect to the incurrence of such additional Indebtedness, a Secured Net Leverage Ratio, on a Pro Forma Basis, shall not exceed 4.75:1.00; (xxvii) Indebtedness and the application in respect of the proceeds thereof, the aggregate principal amount any letter of all outstanding credit or bank guarantee issued in favor of any issuing bank to support any defaulting lender’s participation in letters of credit otherwise permitted under this Section 4.09; (xxviii) Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (Restricted Subsidiary to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end that 100% of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to supported by any letter of credit issued under the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodCredit Agreement; (2xxix) customer deposits and advance payments received in the repayment or retirement ordinary course of any other Indebtedness by business from customers for goods and services purchased in the Issuer and its Subsidiaries since the first day ordinary course of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period)business; (3A) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer Company or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered Restricted Subsidiary in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the an aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.not to ex

Limitation on Incurrence of Indebtedness. (a) The Issuer Subject to Section 6.2(b) below, the Company shall not, and shall not permit any of its the Restricted Subsidiaries to, incur directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness). (b) The limitations set forth in Section 6.2(a) shall not apply to (collectively, “Permitted Debt”): (i) Indebtedness Incurred pursuant to this Agreement and any other Loan Document; (ii) (x) Indebtedness Incurred pursuant to the Term Loan Agreement in an aggregate principal amount not to exceed $1,611,637,500440,000,000 plus the principal amount of incremental facilities (the “Term Loan Incremental Facilities”) incurred from time to time under the Term Loan Agreement; provided that (A) such Term Loan Incremental Facilities are permitted to be incurred under the Term Loan Agreement as in effect on the Amendment No. 23 Effective Date, (B) Indebtedness Incurred under such Term Loan Incremental Facilities is subject to the ABL-Term Intercreditor Agreement and (C) the Indebtedness Incurred under such Term Loan Incremental Facilities does not require any amortization of more than 5.0% of the original principal amount thereof prior to the date that is ninety-one (91) days after the Revolving Termination Date, and (y) the incurrence by the Company and any Guarantor of Indebtedness under the Senior Notes in an aggregate principal amount not to exceed $800,000,000 and the guarantees thereof, as applicable; (iii) Indebtedness existing on the ClosingAmendment No. 3 Effective Date (other than Intercompany IndebtednessIndebtedness described in clauses (i) and (ii) of this Section 6.2(b)), if, immediately after giving effect provided that inany Indebtedness in excess of $7,50020,000,000 (other than intercompany Indebtedness among the Loan Parties) shall be listedset forth on Schedule 6.2 hereto; (iv) [Reserved;]; (v) [Reserved;]; (vi) Indebtedness of the Company or any of the Restricted Subsidiaries in any amount so long as each of the following conditions are met: (i) such Indebtedness does not require amortization of more than 5.0% of the original principal amount thereof prior to the incurrence date that is ninety-one (91) days after the Revolving Termination Date, (ii) no Event of Default has occurred and is continuing at the time such additional Indebtedness is incurred and (iii) the application of Fixed Charge Coverage Ratio for the proceeds thereof, most recently ended Test Period would be (x) to the extent the aggregate principal amount of all outstanding such Indebtedness of Incurred after the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, ClosingAmendment No. 3 Effective Date calculated on a pro forma basis after giving effect thereto and to all such Indebtedness pursuant to this clause (vi) equals or exceeds $100200,000,000, at least 1.2 to 1.0 or (y) to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, extent the aggregate principal amount of all outstanding such Indebtedness of Incurred after the Issuer and its Subsidiaries ClosingAmendment No. 3 Effective Date calculated on a consolidated pro forma basis which is secured after giving effect to all such Indebtedness pursuant to this clause (vi) does not exceed $100200,000,000, the Fixed Charge Coverage Ratio for the applicable Test Period would be at least 1.0 to 1.0 calculated on a pro forma basis after giving effect to such Incurrence); provided, that for any single or series of related Incurrences under this clause (vi) in excess of $2030,000,000, the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before any such Incurrences evidencing compliance with the foregoing; (vii) Indebtedness (including Capitalized Lease Obligations, mortgage financings or purchase money obligations) Incurred by any Encumbrance on property of the Issuer Company or any of its Restricted Subsidiaries is to finance or Refinance, all or any part of the acquisition, purchase, lease, construction, design, installation, repair, replacement or improvement of property (real or personal), plant or equipment or other fixed or capital assets used or useful in the business of the Company or its Restricted Subsidiaries, in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, Refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (vii), not to exceed the greater than 40of $50125,000,000 and 24.25% of Total Assets (at the sum time such Indebtedness is Incurred) at any one time outstanding; (viii) Indebtedness (x) in respect of any bankers’ acceptance, bank guarantees, discounted ▇▇▇▇ of exchange or the discounting or factoring of receivables for credit management purposes, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business, and (y) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided that upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, health, disability or other employee benefits or property, casualty or liability insurance; (ix) Indebtedness arising from agreements of the Company or any of the Restricted Subsidiaries providing for indemnification adjustment of purchase price, earnout or similar obligations, in each case, Incurred in connection with a Permitted Acquisitionthe acquisition or disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of this Agreement, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such disposed business, assets or Subsidiary of the Company and its Restricted Subsidiaries for the purpose of financing such acquisition; (x) [Reserved.]; (xi) Indebtedness of (without duplication): a) a Restricted Subsidiary to the Company or (1b) the Total Assets Company or any Restricted Subsidiary to any other Restricted Subsidiary; provided, however that if the Company, any other Borrower or a Loan PartyGuarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a Loan PartyBorrower or a Guarantor, such Indebtedness, as applicable, is expressly subordinated in right of payment to the Issuer and its Subsidiaries as Loans or the Guarantee of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qsuch Loan Party, as the case may be, most recently filed and is permitted pursuant to Section 6.3; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness as applicable; (xii) Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Agreement to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;); (xiii) obligations (including reimbursement in respect of self-insurance and obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds, performance and completion guarantees, statutory, export or import indemnities, customs and completion guarantees (not for borrowed money) and similar obligations provided by the Company or any of the Restricted 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 and consistent with past practice; (xiv) so as no Specified Event of Default has occurred or is continuing both before and after giving effect to such Incurrence or would result therefrom, Indebtedness in an aggregate principal amount that, when aggregated with the Commission principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clauseclauses (orxiv) and (xxx), if does not exceed the greater of $75250,000,000 and 3.258.50% of Total Assets (at the time such filing Indebtedness is not Incurred) at any one time outstanding; (xv) any guarantee by the CompanyHoldings or any of theits Restricted Subsidiaries of Indebtedness or other obligations of the CompanyHoldings or any of the Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by the CompanyHoldings or such Restricted Subsidiary is permitted under the Exchange Actterms of this Agreement and, in the event of a guarantee of an obligation of a Person in another country of origin, such Investment is otherwise permitted hereunder; provided that guarantees by a Loan Party of Indebtedness or other obligations of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.3; provided, further, that if such Indebtedness is by its express terms subordinated in right of payment to the Loans or the Guarantee of any such Loan Party, any such guarantee of Holdings or such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Guarantee of Holdings or such Loan PartyRestricted Subsidiary substantially to the same extent as such Indebtedness is subordinated to the Loans or the Guarantee of Holdings or such Loan PartyRestricted Subsidiary, as applicable; (xvi) any Indebtedness Incurred pursuant to Sale Leaseback Transactions permitted pursuant to Section 6.9; (xvii) the Incurrence by the Company or any of the Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that serves to refund, Refinance, replace or defease any Indebtedness Incurred as permitted under clauses (b)(ii) (provided any such Refinancing is in compliance with the Trusteeterms of the ABL- Term Intercreditor Agreement), (b)(iii) and (b)(xiv)), of this Section 6.2(b) or any Indebtedness, Incurred to so refund or Refinance such Indebtedness, including any additional Indebtedness, Incurred to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however that such Refinancing Indebtedness: (A) has a Weighted Average Life to Maturity at the incurrence time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, being refunded or Refinanced; (B) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded or refinanced; (C) to the extent such additional Refinancing Indebtedness Refinances Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness; (D) is Incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced plus (y) the amount necessary to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs and fees Incurred in connection with such Refinancing; and (2E) shall not include (x) Indebtedness of a Subsidiary that is not a Guarantor that Refinances Indebtedness of the Borrowers; (y) Indebtedness of a Subsidiary that is not a Guarantor that Refinances Indebtedness of a Guarantor; or (z) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary. (xviii) (w) Settlement Indebtedness, (x) Indebtedness arising from (x) Cash Management Services and, (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that, in the case of this clause (y), such Indebtedness is extinguished within ten Business Days of its Incurrence and (z) other Indebtedness in respect of customary netting services, automated clearinghouse arrangements, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (xix) Indebtedness of the Company or any of the Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to this Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; (xx) Contribution Indebtedness; (xxi) Indebtedness of the Company or any of the Restricted Subsidiaries consisting of (x) the purchase price financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements; (xxii) [reservedReserved]; (xxiii) Indebtedness (A) of any assets included in Person that becomes or is merged with or into the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer Company or any of its Restricted Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with a Permitted Acquisition; provided that (I) such Indebtedness exists at the incurrence time such Person becomes or is merged with or into the Company or any of its Restricted Subsidiaries and is not created in contemplation of or in connection with such additional Indebtedness. Person becoming a Subsidiary and (dII) The Issuer unless Global Excess Availability on such dateB) incurred by the Company or any of its Restricted Subsidiaries to finance all or a portion of the purchase price in connection with an acquisition permitted by Section 6.3; provided that the principal amount of Indebtedness incurred pursuant to this clause (xxiii) shall not exceed in the aggregate the greater of $175,000,000 and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 1505% of the aggregate Total Assets unless (1) unless Global Excess Availability on the date of such incurrence and for each day during the 30-day period immediately preceding such date is equal to or greater than the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Amount (calculated on a pro forma basis after giving effect to such Incurrence), such Indebtedness shall not exceed the greater of $20,000,000 and 1.0% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding principal amount and (B) incurred by the Company or any of its Restricted Subsidiaries to finance all or a portion of the Unsecured purchase price in connection with an acquisition permitted by Section 6.3; provided that in the case of this clause (xxiii)(B),) and (2) the Fixed Charge Coverage Ratio for the most recently ended Test Period (x) is at least 2.0 to 1.0 calculated on a pro forma basis or (y) would not be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such acquisition or merger; provided, further, that in the case of both clauses (A) and (B), for any single or series of related Incurrences under such clauses, the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before any such Incurrences evidencing compliance with the foregoing; (xxiv) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Finance Obligations; (xxv) Guarantees (A) Incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) subject to Section 6.2(b)(xxixxxx), otherwise constituting Investments permitted under this Agreement; (xxvi) Indebtedness issued by the Company or any of the Issuer Restricted Subsidiaries to current or former employees, directors, managers and its Subsidiaries consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in Section 6.3(b)(iv); (xxvii) Indebtedness owed on a consolidated basis.short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company or the Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and the Re

Limitation on Incurrence of Indebtedness. (a) The Issuer Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Issuers may incur Indebtedness (including Acquired Debt) and any IndebtednessRestricted Subsidiary of Parent that is a Guarantor or, other than Intercompany Indebtednessupon such incurrence becomes a Guarantor, may incur Indebtedness if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereofin each case, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the IssuerFixed Charge Coverage Ratio for Parent’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is to be incurred shall would have been less than 1.5:1at least 5.0 to 1.0, determined on a pro forma basis after giving effect thereto and to the (including a pro forma application of the net proceeds therefrom), and calculated on as if the assumption that: (1) such additional Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Qincurred, as the case may be, most recently filed at the beginning of such Four Quarter Period. (b) The Issuers shall not, directly or indirectly, incur any Indebtedness (nor shall Parent permit any Guarantor to guarantee such Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of an Issuer unless such Indebtedness is also contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however, that no such Indebtedness of an Issuer or a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of an Issuer or a Guarantor solely by virtue of being unsecured. (c) The provisions of Section 4.09(a) hereof shall not apply to the following (collectively, “Permitted Debt”): (i) the incurrence by an Issuer or a Guarantor (and the guarantee thereof by a Guarantor or an Issuer) of (A) Indebtedness under the Second Lien Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $64.1 million and (B) Permitted Second Lien Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace Indebtedness incurred pursuant to the immediately preceding clause (A); (ii) Indebtedness outstanding on the Issue Date; (iii) the incurrence by the Issuers (and the Guarantee thereof by the Guarantors) of Indebtedness represented by the Notes issued on the Issue Date and Exchange Notes issued in exchange for such Notes; (iv) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, Attributable Debt or purchase money obligations, in each case incurred for the purpose of financing all or any of the purchase price or cost of construction, installation, design, or improvement of property, plant or equipment used in the business of Parent or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) in an aggregate principal amount not to exceed $2.0 million at any time outstanding; (v) the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace Indebtedness incurred pursuant to Section 4.09(a) or clauses (c)(ii) or (c)(iii) above and this clause (c)(v); (vi) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided, however, that (A) such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of an Issuer, or, the Guarantee, in the case of a Guarantor, and (B)(x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary of Parent and (y) any sale or other transfer of any such Indebtedness to a Person, or the sale or other transfer of a Lien in respect of such Indebtedness, that is not either Parent or a Restricted Subsidiary of Parent shall be deemed, in each case, to constitute an incurrence of Indebtedness that was not permitted by this clause (vi); (vii) the guarantee by an Issuer or any of the Guarantors of Indebtedness of an Issuer or a Guarantor that was permitted to be incurred by another provision of this Section 4.09; (viii) Indebtedness of Parent or any of its Restricted Subsidiaries in respect of bankers’ acceptances, payment obligations in connection with self-insurance or similar requirements (including Indebtedness represented by letters of credit for the account of Parent or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing), workers’ compensation claims, health, disability or other employee benefits, performance, surety and similar bonds and completion guarantees, in each case incurred in the ordinary course of business; (ix) 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; and cash management obligations and other Indebtedness in respect of netting services, overdraft protection and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business in connection with cash management activities; (x) Indebtedness of Parent or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case, in accordance with this Indenture; (xi) Indebtedness (a) consisting of aircraft lessor financing of improvements or maintenance of aircraft or incurred in satisfaction of “return condition” obligations of Parent or its Restricted Subsidiaries under aircraft leases, in an aggregate principal amount at any time outstanding not to exceed $2.0 million or (b) incurred in connection with the Commission restructuring of aircraft leases if the present value (ordiscounted at 10% per annum) of each such restructured aircraft lease and the principal and interest on the related Indebtedness so incurred is less than the present value (discounted at 10% per annum) of the related original aircraft lease, if such filing is in an aggregate principal amount at any time outstanding not permitted under to exceed $10.0 million less the Exchange Act, with the Trustee) prior aggregate principal amount of Indebtedness outstanding pursuant to the incurrence preceding clause (a); (xii) Indebtedness in respect of letters of credit issued in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $5.0 million; (xiii) Indebtedness arising by reason of any judgment, decree or order, but not giving rise to an Event of Default, so long as such Indebtedness is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such additional Indebtednessjudgment decree on order shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired; (xiv) Indebtedness of Parent and its Restricted Subsidiaries to credit card processors in connection with credit card processing services incurred in the ordinary course of business; (xv) Indebtedness under Hedging Obligations that are incurred in the ordinary course of business (and not for speculative purposes) in an aggregate amount at any time outstanding not to exceed $2.0 million; and (2xvi) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), incurrence by the Issuer Parent or any of its Restricted Subsidiaries since the end of such calendar quarter, including those proceeds obtained additional Indebtedness in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not an aggregate principal amount at any time own Total Unencumbered Assets equal outstanding not to less exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than 150% one of the aggregate categories of Permitted Debt described in clauses (i) through (xvi) of this Section 4.09(c) or is entitled to be incurred pursuant to Section 4.09(a) hereof, Parent, in its sole discretion, shall be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date of incurrence, and at any time and from time to time thereafter may at any time reclassify in any manner that complies with this Section 4.09. Notwithstanding the foregoing, (a) Indebtedness under the Second Lien Credit Agreement outstanding principal amount on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of this Section 4.09(c) and (b) Indebtedness under the Existing Credit Agreement will be deemed to have been incurred solely in reliance on the exception provided by clause (vi) of this Section 4.09(c). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Interests in the form of additional shares of the Unsecured Indebtedness same class of Disqualified Interests for purposes of this Section 4.09 shall not be deemed an incurrence of Indebtedness; provided, in each such case, that the Issuer and its Subsidiaries on a consolidated basisamount thereof is included in Fixed Charges of Parent as accrued.

Limitation on Incurrence of Indebtedness. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness (other than the Securities and any other Indebtedness outstanding as of the effective date of this Indenture) unless, after giving effect thereto, the Consolidated Coverage Ratio determined at the time of such Incurrence is greater than or equal to 2.25. (b) Notwithstanding the foregoing, this Section 4.05 shall not limit the ability of the Company or any Restricted Subsidiary to Incur the following Indebtedness: (i) Refinancing Indebtedness; (ii) In addition to any Indebtedness otherwise permitted to be Incurred hereunder, up to Five Million Dollars ($5,000,000) aggregate principal amount of Indebtedness of the Company and Restricted Subsidiaries at any one time outstanding; (iii) Indebtedness of the Company which is owed to and held by one or more Wholly Owned Subsidiaries and Indebtedness of a Wholly Owned Subsidiary which is owed to and held by the Company and one or more Wholly Owned Subsidiaries; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Indebtedness (other than to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the Company or by a Wholly-Owned Subsidiary, as the case may be; (iv) Indebtedness Incurred, in the form of revolving loans, letters of credit and acceptances, term loans, or any one or more of the foregoing, for the purpose of financing the working capital needs and capital expenditures of the Company and its Subsidiaries toor for any other purpose not prohibited by this Indenture; provided, incur any Indebtednesshowever, other than Intercompany Indebtedness, if, immediately that after giving effect to the incurrence Incurrence of such additional Indebtedness and the application any substantially simultaneous use of the proceeds thereof, thereof the aggregate principal amount of all such Indebtedness Incurred pursuant to this clause (v) and then outstanding Indebtedness immediately after such Incurrence and such use of proceeds shall not exceed the sum of (x) Fifty Million Dollars ($50,000,000), (y) sixty-five percent (65%) of the Issuer net book value of the inventory, as defined in accordance with generally accepted accounting principles, and (z) ninety percent (90%) of the net book value of the receivables as defined in accordance with generally accepted accounting principles, of the Company and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP is greater at such time; (v) Indebtedness of a Subsidiary issued and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than 60% Indebtedness issued as consideration in, or to provide all or any portion of the sum funds or credit support utilized to consummate, the transaction or series of (without duplication): (1related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that the Company would have been able to Incur such Indebtedness at the time pursuant to Section 4.05(a) and provided that the Total Assets holders of such Indebtedness do not, at any time, have direct or indirect recourse to any property or assets of the Issuer Company and its Subsidiaries as other than the property and assets of such acquired entity and its Subsidiaries, including the Capital Stock thereof except to the extent such recourse exists pursuant to a Guarantee which constitutes Indebtedness permitted to be Incurred under Section 4.05(a); (vi) Other indebtedness outstanding upon completion of or Incurred in connection with the Recapitalization; (vii) Indebtedness of the end of Company or any Wholly Owned Subsidiary assumed by the calendar quarter covered in the Issuer’s Annual Report on Form 10-K Company or Quarterly Report on Form 10-Qa Wholly Owned Subsidiary, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence sale, transfer or other disposition (including, without limitation, by way of such additional Indebtedness.merger or consolidation) of assets of the Company or any Wholly Owned Subsidiary to the Company or a Wholly Owned Subsidiary; or (bviii) The Issuer shall not, and shall not permit any guarantees by the Company or a Restricted Subsidiary of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is a Restricted Subsidiary otherwise permitted to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness Incurred under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationthis Section. (c) The Issuer shall notNotwithstanding Sections 4.05(a) and 4.05(b), and the Company shall not permit any of its Subsidiaries to, incur issue any Indebtedness secured if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations (other than as contemplated by any Encumbrance upon any Section 4.05(b)(vi), provided, however, that in no event shall the Company be permitted to repay, prepay, redeem, defease, retire, refund or refinance Junior Notes by reason of the property of the Issuer this parenthetical phrase) unless such repayment, prepayment, redemption, defeasance, retirement or any of its Subsidiaries, whether owned at the date of the Indenture refunding is not prohibited by Section 4.04 or thereafter acquired, if, immediately after giving effect 4.06 or unless such Indebtedness shall be subordinated to the incurrence of Securities to at least the same extent as such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional IndebtednessSubordinated Obligations. (d) The Issuer For the purpose of determining compliance with this Section 4.05, in the event that any Indebtedness is permitted to be Incurred pursuant to clauses (iv) and its Subsidiaries may not at (vi) of Section 4.05(b), and in the event that any time own Total Unencumbered Assets equal Indebtedness is actually Incurred pursuant to less than 150% any one of such clauses, the amount of such Indebtedness so Incurred, if such Indebtedness would otherwise have been permitted to have been Incurred pursuant to such other clause of Section 4.05(b), shall be included in the determination of the aggregate outstanding principal amount of Indebtedness Incurred pursuant to such other clause to the Unsecured extent that such Indebtedness of the Issuer and its Subsidiaries on a consolidated basiswould have otherwise been permitted to have been Incurred pursuant to such other clause.