Common use of Limitation on Indebtedness Clause in Contracts

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;

Limitation on Indebtedness. Each Credit Party will notThe Borrower shall not create, incur, assume or suffer to exist any secured Indebtedness, and will shall not permit any of its Included Subsidiaries to, directly or indirectly, to create, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the ObligationsBorrower or any of its Subsidiaries in an aggregate principal amount not exceeding as to the Borrower and its Included Subsidiaries $50,000,000 at any time outstanding; (b) Indebtedness representing deferred compensation to directors, officers outstanding on the Closing Date and employees of Holdings listed on Schedule VII or any Subsidiary thereof incurred reflected in the ordinary course of businessfinancial statements referred to in subsection 3.1; (c) unsecured Indebtedness incurred of a corporation which becomes a Subsidiary after the date hereof, PROVIDED that (i) such Indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately after giving effect to the ordinary course of business acquisition of such Credit Party corporation by the Borrower or any existing Subsidiary no Default or Event of Default shall have occurred and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofbe continuing; (d) unsecured Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed any Subsidiary owing to the seller Borrower or a third party) any other Subsidiary or to construct or improve any fixed or capital assets secured Indebtedness of any Credit Party Subsidiary owing to the Borrower; (e) Indebtedness created by this Agreement and its Subsidiaries by the Five Year Facility; and (provided, that such f) Indebtedness is incurred within ninety (90) days consisting of the acquisition or completion obligations of construction or improvement of such property) the Borrower and (ii) Capitalized FTC under any Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;Financing Arrangement.

Limitation on Indebtedness. Each Credit Party will not, and (a) The Borrower will not permit any of its Subsidiaries to, directly or indirectly, to create, incur, issue, assume, guarantee, incur or assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (ai) Indebtedness outstanding as of the Closing Date and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date); (ii) Indebtedness of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (iii) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsletters of credit, officers bank guarantees, surety and employees appeal bonds, or performance bonds or other obligations of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (iv) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe; (v) Indebtedness of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such Credit Party acquisition, merger or consolidation and its Subsidiaries is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and consistent with past practice other costs of refinancing); (vi) Indebtedness owing or issued by a Subsidiary to any other Subsidiary or to the Borrower; (vii) Guarantee Obligations made by a Subsidiary in respect of open accounts extended obligations of another Subsidiary; (viii) Indebtedness under the Loan Documents; (ix) Indebtedness represented by suppliers on normal trade terms Qualified Securities, Trust Preferred Securities or Mandatory Convertible Securities (except to the extent such Indebtedness is included in connection with purchases the calculation of goods and services which are Total Consolidated Debt); (x) Indebtedness of any mutual fund Subsidiary incurred to provide short-term (i.e. not overdue for a period of more than ninety (90) days or, if overdue anticipated to be outstanding for more than ninety one year when incurred) liquidity to facilitate redemption payments by such mutual fund Subsidiary; and (90xi) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books other Indebtedness of such Credit PartySubsidiaries, but excluding Indebtedness incurred through provided that at the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that time such Indebtedness is incurred within ninety (90) days of or issued, the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings aggregate principal amount of such Indebtedness under this clause (d); provided, that the aggregate amount of when added to all other Indebtedness outstanding incurred or issued pursuant to this clause (dxi) shall and then outstanding, does not at any time exceed $5,000,000;15% of the Consolidated Net Worth of the Borrower.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries or any Licensed Insurance Entity to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) (i) Indebtedness in respect of the ObligationsObligations and (ii) subject to the terms of the Intercreditor Agreement, Indebtedness of the Borrower and other Credit Parties incurred in respect of the First Lien Credit Agreement in an aggregate principal amount that does not exceed the First Lien Debt Cap (as defined in the Intercreditor Agreement); provided that such Indebtedness is secured only by Liens permitted under Section 9.02(a)(ii); (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date (other than the Convertible Senior Notes) which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessand, Permitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services services, which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety (90) days of the after such acquisition or completion of construction or improvement of such property) equipment, and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0006,900,000; (e) intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Hedging Obligations not prohibited by Section 9.11; (h) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (i) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (j) [reserved]; (k) 2025 Convertible Senior Notes and any Additional Notes exchanged therefor; (l) Additional Notes issued after the Closing Date; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $86,250,000 in the aggregate after taking into account any outstanding letters of credit and similar reimbursement obligations scheduled pursuant to Section 9.01(b), and Permitted Refinancing Indebtedness thereof; (n) Guarantee Obligations of any Credit Party and its Subsidiaries in respect of Indebtedness otherwise permitted hereunder or other obligations not prohibited hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; and (o) other unsecured Indebtedness not to exceed $8,625,000 at any time outstanding; (p) the Existing Earnout; (q) Indebtedness of the type set forth in Section 9.01(d) of a Person whose assets or Capital Stock are acquired by a Credit Party or any of its Subsidiaries in a Permitted Acquisition so long as (i) such Indebtedness was in existence prior to the date of such acquisition and was not incurred in connection with, or in contemplation of, such acquisition, (ii) no Credit Party (other than such Person so acquired in such acquisition or any other Person that such Person merges with or that acquires the assets of such Person in connection with such acquisition) shall have any liability or other obligation with respect to such Indebtedness, (iii) if such Indebtedness is secured, no Lien thereon shall extend to or cover any other assets other than the property or equipment acquired in such acquisition (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or attach to any other property of any Credit Party and (iv) the aggregate outstanding principal amount of such Indebtedness does not exceed $8,625,000 at any time; (r) Indebtedness consisting of promissory notes issued by any Credit Party or Subsidiary to former employees, officers, former officers, directors, and former directors (or any spouses, ex-spouses, beneficiaries, or estates of any of the foregoing) of any Credit Party or any Subsidiary issued to purchase or redeem Capital Stock of Parent (“Shareholder Redemption Notes”) issued in lieu of Restricted Payments permitted under Section 9.06(k); (s) Indebtedness (x) 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, (y) in respect of netting services, overdraft protection and other similar arrangements in connection with deposit or securities accounts in the ordinary course of business and (z) incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services, in each case, incurred in the ordinary course of business; (t) endorsement of negotiable instruments for deposit in the ordinary course of business; (u) unsecured contingent liabilities arising with respect to customary indemnification provisions or deferred purchase price adjustments in connection with any Investment permitted hereunder or in connection with any asset sale or other dispositions permitted hereunder; (v) Indebtedness in respect of (x) workers’ compensation claims and self-insurance obligations (in each case other than for or constituting an obligation for money borrowed), including guarantees or obligations of Parent, the Borrower and their respective Subsidiaries with respect to letters of credit supporting such workers’ compensation claims and/or self-insurance obligations and (y) bankers’ acceptances, bank guarantees, letters of credit and bid, performance, surety bonds or similar instruments issued for the account of Parent, the Borrower and their respective Subsidiaries in the ordinary course of business, including guarantees or obligations of any such Person with respect to bankers’ acceptances and bid, performance or surety and appeals obligations; (w) to the extent constituting Indebtedness, deferred compensation to employees, former employees, officers, former officers, directors, former directors, consultants (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in the ordinary course of business or in connection with the Transactions, Permitted Acquisitions or other Investments permitted hereunder; and (x) unsecured earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations of any Credit Party, to the extent subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent.

Limitation on Indebtedness. Each Credit Party will Without the consent of the Purchaser, Appia shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Senior Debt which shall not exceed Five Million and 00/100 Dollars ($5,000,000.00), and Purchase Money Indebtedness in respect which shall not exceed One Million and 00/100 Dollars ($1,000,000.00). At such time as the aggregate amount outstanding of Senior Debt is less than Five Million and 00/100 Dollars ($5,000,000.00), Appia may incur additional Indebtedness other than Purchase Money Indebtedness, but only to the extent that Senior Debt is less than Five Million and 00/100 Dollars ($5,000,000.00). At such time as the aggregate amount outstanding of Purchase Money Indebtedness is less than One Million and 00/100 Dollars ($1,000,000.00), Appia may incur additional Purchase Money Indebtedness, but only to the extent that Purchase Money Indebtedness is less than One Million and 00/100 Dollars ($1,000,000.00); (b) the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness current liabilities which are incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through (i) the borrowing of money or Contingent Liabilities (ii) the obtaining of credit except for credit on an open account basis customarily extended and in respect thereoffact extended in connection with normal purchases of goods and services, including credit incurred in the ordinary course of business with corporate credit cards; (d) Indebtedness with respect to taxes or assessments which are not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Appia or its Subsidiaries, as the case may be, in conformity with GAAP; (ie) evidencing the deferred purchase price Indebtedness of newly acquired property Appia or incurred any Subsidiary, including Indebtedness of Appia to finance the acquisition of equipment of such Credit Party any Subsidiary and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (providedSubsidiary to Appia or any other Subsidiary, that so long as such Indebtedness is incurred within ninety subordinated in right of payment to all Obligations on such terms and conditions as the Purchaser may reasonably require; and (90f) days extensions, refinancings and renewals of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (dset forth above in Section 8.1(a); provided, provided that the aggregate principal amount of all Indebtedness outstanding pursuant is not increased or the terms modified to this clause (d) shall not at impose materially more burdensome terms upon a Company or any time exceed $5,000,000;Subsidiary.

Limitation on Indebtedness. Each The Credit Party Parties will not, and will not permit any of its Subsidiaries to, directly or indirectlycontract, create, incur, issue, assume, guarantee, suffer assume or permit to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of arising or existing under this Agreement and the Obligationsother Loan Documents and Indebtedness constituting permanent mortgage financing for a hotel property; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred the Credit Parties existing as of the Closing Date as referenced in the ordinary course financial statements referenced in Section 5.5 (and set out more specifically in Schedule 8.1) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of businessthe original principal balance thereof, except if such excess arises from an increase in the value of collateral, as demonstrated by an Appraisal; (c) unsecured Indebtedness of the Credit Parties incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the original principal balance thereof, except if such excess arises from an increase in the ordinary course value of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) dayscollateral, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofdemonstrated by an Appraisal; (d) Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness shall be (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed fully subordinated to the seller or a third party) or Obligations hereunder on terms reasonably satisfactory to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) Agent and (ii) Capitalized Lease liabilities evidenced by promissory notes which shall be pledged to the Agent as Collateral for the Obligations; (e) Indebtedness and Permitted Refinancings obligations owing under Hedging Agreements entered into in order to manage existing or anticipated interest rate risks and not for speculative purposes; and (f) Guaranty Obligations in respect of Indebtedness of a Credit Party to the extent such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding is permitted to exist or be incurred pursuant to this clause (d) shall not at any time exceed $5,000,000;Section 8.1.

Limitation on Indebtedness. Each Credit Party will Lessee shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, guarantee or otherwise become directly or indirectly liable, contingently or otherwise liable with respect to any IndebtednessIndebtedness (including Acquired Debt) or any Synthetic Leases and Lessee shall not issue any Disqualified Interests and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, except for: however, that Lessee and any Subsidiary of Lessee may create, incur, issue, assume, suffer to exist, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness or any Synthetic Lease to the extent that the Leverage Ratio is maintained in accordance with Section 5.12(a), both before and after giving effect to the incurrence of such Indebtedness or such Synthetic Lease, as the case may be, and, provided, further, that (ax) Indebtedness the aggregate principal amount of (1) all Capitalized Lease Obligations and all Synthetic Lease Obligations (other than Capitalized Lease Obligations and Synthetic Lease Obligations in respect of the Obligations; (bGrowth-Related Capital Expenditures) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party Lessee and its Subsidiaries and consistent with past practice in respect (2) all Indebtedness for which Lessee and any Subsidiary of open accounts extended by suppliers on normal trade terms Lessee become liable in connection with purchases Acquisitions of goods and services which are not overdue for a period retail propane businesses in favor of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books sellers of such Credit Partybusinesses and secured by any Lien on any property of Lessee or any of its Subsidiaries, but excluding shall not exceed $65,000,000 at any one time outstanding, and (y) the principal amount of any Indebtedness incurred through for which Lessee or any Subsidiary of Lessee becomes liable in connection with Acquisitions of retail propane businesses in favor of the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment sellers of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to businesses shall not exceed the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days fair market value of the acquisition or completion of construction or improvement of such property) assets so acquired, and (iiz) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) of Lessee and its Subsidiaries through one or more SPEs in connection with Accounts Receivable Securitizations shall not exceed $60,000,000 at any one time exceed $5,000,000;outstanding.

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsincurred pursuant to this Agreement; (b) Indebtedness representing deferred compensation consisting of Contingent Obligations in respect of obligations of other Persons (excluding for purposes of this Section 7.04(b) only, Contingent Obligations of the Borrower in respect of airplane leases of its Subsidiaries not to directors, officers and employees exceed $50,000,000 in aggregate amount) in an aggregate amount not to exceed at any one time outstanding 3% of Holdings or any Subsidiary thereof incurred in the ordinary course of businessNet Worth; (c) unsecured Indebtedness identified on Schedule 7.04; (d) Indebtedness incurred in the ordinary course of business in connection with (i) Capital Leases which are non-recourse to the Borrower or its Subsidiaries and (ii) purchase money Indebtedness and other Capital Leases in an aggregate amount not to exceed at any one time outstanding 3% of such Credit Party Net Worth; (e) Obligations under Swap Contracts entered into for hedging purposes; (f) Indebtedness of the Borrower and its Subsidiaries and consistent having a maturity of 92 days or less representing borrowings from a bank or banks with past practice which the Borrower or such Subsidiary has a depository relationship, which borrowings shall be fully secured by Cash Equivalents purchased by the Borrower or such Subsidiary with the proceeds of such borrowings; (g) Obligations incurred in respect the ordinary course of open accounts extended by suppliers on normal trade terms business in connection with purchases of goods relocation service transactions and services secured by properties which are not overdue for a period of more than ninety the subject to such transactions; (90h) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through by the borrowing Borrower or a Subsidiary to fund a Permitted Acquisition and Indebtedness of money or Contingent Liabilities a Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition, which Indebtedness existed prior to such Acquisition and was not created in respect contemplation thereof; (di) Indebtedness under the Public Debentures; (j) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof or after giving effect thereto, unsecured Indebtedness of the Borrower; provided that such Indebtedness (i) evidencing shall have a stated maturity of no earlier than [To be the deferred purchase price date 15 days after Maturity Date], 2011, (ii) except with respect to any conversion or mandatory prepayment of newly acquired property any unsecured Indebtedness which may be convertible, shall not have any scheduled principal payments or incurred to finance the acquisition provide for any mandatory prepayments or redemptions or repurchases (other than by way of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed acceleration after default) not otherwise provided to the seller Lenders hereunder prior to [To be the date 15 days after Maturity Date], 2011; provided, however, with respect to any unsecured Indebtedness which is convertible, the repayment of the principal amount upon the conversion or a third partymandatory prepayment of any such Indebtedness may be made prior to [To be the date 15 days after Maturity Date], 2011 if (A) such payment shall be made solely in additional debt securities (on terms reasonably acceptable to the Administrative Agent) or (B)(x) the Borrower has Sufficient Liquidity and (y) after giving effect to construct any such payment, the Borrower is in pro forma compliance with each financial covenant set forth in Section 7.09, and (iii) has covenants, defaults and other terms and conditions (other than interest rates) no more restrictive (when taken as a whole) than those contained in this Agreement; provided further that the proceeds from any such Indebtedness shall be used to prepay outstanding Revolving Loans (without a mandatory corresponding reduction in the Aggregate Commitments); (k) so long as no Default or improve any fixed or capital assets Event of Default has occurred and is continuing at the time of incurrence thereof, other unsecured Indebtedness of the Subsidiaries; (l) obligations consisting of guarantees of any Credit Party and its Subsidiaries Subsidiary of Indebtedness of insurance agents of an Insurance Subsidiary in an aggregate amount not to exceed at any one time outstanding 3% of Net Worth; (providedm) Indebtedness of the Borrower owing to any Subsidiary, provided that the payment of such Indebtedness is incurred within ninety (90) days subordinate to the payment of the acquisition Obligations in a manner satisfactory to the Administrative Agent; (n) Non-Recourse Debt of the Designated Subsidiaries; (o) Synthetic Lease Obligations under the Permitted Synthetic Lease and, so long as no Default or completion Event of construction or improvement Default has occurred and is continuing at the time of such property) and (ii) Capitalized incurrence thereof, other Synthetic Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); providedObligations, that provided the aggregate amount Attributable Indebtedness in respect of all Indebtedness outstanding pursuant to this clause (d) of the foregoing shall not exceed at any one time exceed $5,000,000outstanding 3% of Net Worth; (p) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof, Indebtedness arising in connection with a Permitted Accounts Securitization; and (q) any extensions, renewals or refinancings (but not increases) of the foregoing.

Limitation on Indebtedness. Each Credit Party will not, and will not None of the Loan Parties shall (nor shall any of them permit any of its Subsidiaries Subsidiary to, directly or indirectly, ) create, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forIndebtedness except: (a) Indebtedness in respect of any Loan Party existing on the ObligationsEffective Date; (b) Indebtedness representing deferred compensation to directorssecured by Liens permitted by Sections 7.8(c), officers 7.8(e) and employees 7.8(f); (c) Capitalized Leases of Holdings any Loan Party secured by Liens permitted by Section 7.8(f); (d) Indebtedness of any Loan Party or any Subsidiary thereof incurred of a Loan Party under Swap Agreements (excluding equity-based Swap Agreements) entered into in the ordinary course of business; ; provided that such Swap Agreements (ci) unsecured Indebtedness incurred are designed solely to protect such Loan Party or Subsidiary against the fluctuations in (A) foreign currency exchange rates, (B) interest rates or (C) rates in respect of fuel purchases or other acquisitions of fuel in the ordinary course of business and (ii) do not increase the Indebtedness of such Credit any Loan Party and its Subsidiaries and consistent with past practice or any Subsidiary outstanding at any time other than as a result of fluctuations in foreign currency exchange rates, interest rates or rates in respect of open accounts extended fuel purchases or other acquisitions of fuel or by suppliers on normal trade terms in connection with purchases reason of goods fees, indemnities and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofcompensation payable thereunder; (de) short-term Indebtedness of any Loan Party or Subsidiary of a Loan Party for working capital purposes, including factoring or other similar arrangements with respect to current account receivables, not to exceed US$15,000,000 in the aggregate for all Loan Parties and Subsidiaries at any time outstanding; (f) unsecured Indebtedness of any Loan Party or Subsidiary of a Loan Party; provided that after taking into account the unsecured Indebtedness proposed to be incurred in accordance with this clause (f) on a pro forma basis), (i) evidencing no Default shall then exist and be continuing or would exist upon the deferred purchase price incurrence of newly acquired property such Indebtedness and (ii) immediately following the incurrence of and giving effect to such Indebtedness on a pro forma basis as of the last day of the immediately preceding fiscal quarter, the Borrower would be in compliance with the financial covenants set forth in Section 7.1; (g) other Indebtedness of the Borrower or any Subsidiary of the Borrower which provides for no amortization of principal on or prior to the Tranche B Maturity Date and the proceeds of which are used to prepay Loans in accordance with Section 2.8(a); (h) Indebtedness of the Borrower (the “New Indebtedness”) which (i) is unsecured and incurred to finance refinance all or any portion of the acquisition of equipment of such Credit Party and its Subsidiaries Senior Notes, Indebtedness permitted under clause (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyf) or to construct such unsecured New Indebtedness or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness ii) is incurred within ninety to refinance all or any portion of Indebtedness permitted under clauses (90a), (b), (c), (d), (e) days of the acquisition and (g) above or completion of construction or improvement of such propertyNew Indebtedness permitted under this clause (ii); provided that, in each case under clauses (i) and (ii): (A) Capitalized Lease liabilities and Permitted Refinancings the aggregate principal amount of such the New Indebtedness under this clause shall be less than or equal to the sum of (d); provided, that 1) the aggregate amount of the Indebtedness (including principal and accrued interest) being refinanced, (2) the aggregate amount of unused commitments under the Indebtedness being refinanced, (3) prepayment fees or premiums, consent fees and/or other costs and expenses directly related to the Indebtedness being refinanced and (4) reasonable fees, expenses and costs directly related to the entering into the New Indebtedness; (B) such New Indebtedness shall have an average weighted maturity equal to or greater than the average weighted maturity of the Indebtedness so refinanced; and (C) the terms of the New Indebtedness following such refinancing shall in all other material respects be no less favorable to the Lenders than such Indebtedness outstanding pursuant prior to this clause the refinancing thereof; and (di) Indebtedness of any Loan Party or Subsidiary of a Loan Party incurred to finance such Person’s acquisition of New Equipment in an aggregate principal amount not to exceed $300,000,000; provided that the amount of any such Indebtedness incurred in any calendar year shall not at exceed the amount set forth below opposite such calendar year: 2007 US$ 50,000,000 2008 US$ 75,000,000 2009 US$ 50,000,000 2010 US$ 75,000,000 2011 US$ 50,000,000 ; provided, further, that (i) in any time exceed $5,000,000;such calendar year, any portion of the aggregate principal amount of such Indebtedness permitted to be incurred in such calendar year but not incurred in such calendar year may be carried forward to subsequent calendar years; and (ii) such Indebtedness shall have an average life of not less than five years and a final maturity of not less than ten years after the purchase date for the item of New Equipment for which such Indebtedness was incurred.

Limitation on Indebtedness. Each Credit Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation (other than revolving credit facilities or commitments therefore) of a Person, that becomes a Subsidiary of the Borrower pursuant to directorsa Permitted Acquisition, officers and employees assumed at the time of Holdings or any Subsidiary thereof such Permitted Acquisition; provided, that (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (ii) the ordinary course aggregate principal amount of businessall Indebtedness permitted by this Section 9.01(b) shall not at any time outstanding exceed $10,000,000; (c) unsecured Indebtedness incurred existing as of the Closing Date which is identified with particularity (including amount) in the ordinary course of business of such Credit Party Schedule 7.25 and its Subsidiaries and consistent with past practice which is not otherwise permitted by this Section 9.01; (d) Indebtedness in respect of open accounts extended by suppliers on normal trade terms performance, surety or appeal bonds provided in connection with purchases the Ordinary Course of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit PartyBusiness, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (de) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Loan Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the Ordinary Course of any Credit Business of such Loan Party and its Subsidiaries (Subsidiaries; provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition or completion of construction or improvement of such property, and (ii) consisting of Capitalized Lease Obligations, in an aggregate amount for clause (i) and (ii), not to exceed $5,000,000 at any time outstanding; (f) Capitalized Lease liabilities Guaranty Obligations of a Loan Party in respect of Indebtedness of a Loan Party otherwise permitted hereunder, and Permitted Refinancings Guaranty Obligations of a Subsidiary of a Loan Party in respect of Indebtedness of a Loan Party or any Subsidiary of a Loan Party otherwise permitted hereunder; (g) Indebtedness in an aggregate amount not to exceed $2,500,000 at any time outstanding consisting of promissory notes issued by the Borrower or any Subsidiary to any stockholder of the Borrower or to future, present or former directors, officers, members of management, employees or consultants of the Borrower, the Borrower 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 Capital Stock of the Borrower permitted by Section 9.06; (h) non-recourse Indebtedness incurred by the Borrower or any of its Subsidiaries to finance the payment of insurance premiums of such Person; (i) Indebtedness (i) owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any of its Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person and (ii) appeal or similar bonds, or bonds with respect to worker’s compensation claims; (j) unsecured Indebtedness consisting of intercompany loans and advances made by or among any Loan Parties; provided that: (x) in the case of any Indebtedness of any Subsidiary that is not a Loan Party owing to any Loan Party, solely to the extent the related Investment shall be permitted under Section 9.05; (y) any Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be documented in the form of one or more notes (collectively, the “Intercompany Notes”) to evidence all such intercompany Indebtedness owing at any time by such non-Loan Party to such other Loan Party, which Intercompany Notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged and delivered to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; and (z) the obligations of each Subsidiary that is not a Loan Party under all Intercompany Notes shall be subordinated in right of payment to the Obligations hereunder in a manner satisfactory to the Administrative Agent; (k) non-recourse Indebtedness incurred in the Ordinary Course of Business by the Borrower or any of its Subsidiaries to finance the payment of insurance premiums of such Person, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance premiums; (l) Indebtedness owed in the Ordinary Course of Business to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any of its Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (m) to the extent constituting Indebtedness, contingent obligations arising under this clause 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 Borrower or any other Loan Party; (d)n) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; provided, that the aggregate amount of all any Indebtedness outstanding permitted pursuant to this clause (dn) shall not consist of, or be evidenced by, promissory notes or other instruments or agreements evidencing debt for borrowed money; (o) 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; (p) 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 Borrower and its Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time; (q) Indebtedness in respect of repurchase agreements constituting Cash Equivalents; (r) cash management obligations and Indebtedness incurred by the Borrower or any 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 Borrower and its Subsidiaries, and deposit accounts; (s) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; 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; (t) to the extent constituting Indebtedness, Guarantees in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (u) customer deposits and advance payments received in the Ordinary Course of Business from customers for goods and services purchased in the Ordinary Course of Business; (v) Indebtedness arising in connection with Hedging Agreements entered into in the Ordinary Course of Business (and not for speculative purposes) (a) to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or potential exposure (other than those in respect of Capital Stock of the Borrower or any of its Subsidiaries), including to hedge or mitigate foreign currency and commodity price risks and (b) 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 of the Borrower or any Subsidiary; and (w) other Indebtedness not to exceed $5,000,000 in the aggregate principal amount at any time outstanding; provided that any Liens securing such Indebtedness shall rank junior in priority to the Liens securing the Secured Obligations; (x) other Indebtedness not to exceed $5,000,000;10,000,000 in the aggregate at any time outstanding; provided that such Indebtedness (x) shall rank junior in priority to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (y) shall, at the time such Indebtedness is incurred, have a scheduled maturity date that is at least ninety-one (91) days following the Latest Maturity Date and (z) shall not require (and the applicable Loan Party or Subsidiary of such Loan Party shall not make) payments of principal thereon prior to a date that is, at the time such Indebtedness in incurred, at least ninety-one (91) days following the Latest Maturity Date; and (y) Indebtedness pursuant to the Existing Credit Agreement; provided that the Refinancing occurs with the proceeds of Loans and/or the PIPE Transactions on or prior to the Closing Date. For the avoidance of doubt, Indebtedness incurred pursuant to the foregoing clause (w) or (x) shall not be utilized to increase the Incremental Cap.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the ObligationsBorrower or any Guarantor under any Loan Document; (b) Indebtedness representing deferred compensation to directorsoutstanding on the date hereof and listed on Schedule 8.2 (including, officers without limitation, the Senior Notes) and employees of Holdings any refinancings, refundings, renewals or any Subsidiary extensions thereof incurred in on terms and conditions not more restrictive than the ordinary course of businessoriginal Indebtedness; (c) unsecured Indebtedness incurred of any Borrower under Hedging Agreements entered into in the ordinary course of business of such Credit Party Borrower and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days orspeculative purposes, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofincluding Commodity Hedging Agreements permitted under subsection 8.15; (d) Indebtedness of any Loan Party issued or owed to any other Loan Party, provided that no Default, Event of Default, Borrowing Base Deficiency, or Collateral Value Deficiency exists on the date that such Indebtedness is created; (e) [Reserved] (f) Obligations in respect of completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, insurance obligations or bonds and similar bonds and obligations incurred by any Loan Party in the ordinary course of business and any guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations; (g) Subordinated Indebtedness that is issued on terms which are satisfactory to the Administrative Agent and the Required Lenders with respect to provisions regarding maturity, covenants, events of default and subordination language, provided that after giving effect to the issuance of such Subordinated Indebtedness, the Borrower is in compliance with the covenants contained in subsection 8.1 hereof; (h) Guarantee Obligations permitted by subsection 8.4; (i) evidencing the deferred purchase price of newly acquired property or Indebtedness incurred to finance the acquisition of equipment equipment, provided that the amount of such Credit Indebtedness does not exceed the purchase price of such equipment as applicable; and (j) Indebtedness of any Loan Party and its Subsidiaries (created, incurred or assumed after the date hereof not otherwise permitted pursuant to purchase money mortgagesthis subsection 8.2, indebtedness or otherwiseprovided that (i) after taking into account the aggregate principal amount of such Indebtedness, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that Debt Leverage Ratio on the day such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) shall not be greater than 3.5 to 1.0, and (ii) Capitalized Lease liabilities and Permitted Refinancings of on the day such Indebtedness under this clause (d); providedis incurred no Default, that the aggregate amount Event of all Indebtedness outstanding pursuant to this clause (d) Default, Borrowing Base Deficiency, or Collateral Value Deficiency shall not at any time exceed $5,000,000;have occurred and be continuing.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries toNo Company shall, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for:for the following (collectively, the "Permitted Indebtedness"): (a) Indebtedness in respect of the Obligations; (b) Existing Indebtedness representing deferred compensation and any refinancing, renewal or extension of such Existing Indebtedness in a principal amount not in excess of the outstanding Existing Indebtedness plus the amount of any interest, premiums or penalties required to directorsbe paid thereon plus fees and expenses associated therewith, officers and employees in an amount not to exceed ten percent (10%) of Holdings or any Subsidiary thereof incurred in the ordinary course principal amount of businesssuch outstanding Existing Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice the Companies in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyCompanies and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of the Companies used in the ordinary course of business of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries Company (provided, that such Indebtedness is incurred within ninety sixty (9060) days of the acquisition or completion of construction or improvement of such property) ), and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause Obligations; provided that (d); provided, that A) the aggregate amount of all Indebtedness for all Companies outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000250,000 in the aggregate and (B) no Default or Event of Default has occurred and is continuing; (e) Indebtedness owed to any Person providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Company incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (f) Indebtedness owed to any Credit Party; and (g) guarantees in respect of Indebtedness permitted under clauses (a), (b), (d), (e) and (f) of this Section 6.01.

Limitation on Indebtedness. Each Credit Party Borrower will not, and it will not cause or permit any of its Subsidiaries to, incur or be obligated on any Indebtedness, either directly or indirectly, createby way of Guarantee, incursuretyship or otherwise, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forother than: (ai) the Borrower's Obligations to the Agent and the Banks; (ii) the Swing Loans from Mercantile; (iii) Indebtedness existing as of the date hereof and listed on Schedule 9.10 attached hereto and Indebtedness relating to the employee benefit plans listed on Schedule 9.6; (iv) the Indebtedness evidenced by the Senior Unsecured Notes in an aggregate principal amount of up to $160,000,000.00; (v) Indebtedness described in clause (b) of the defined term Restricted Investment of this Agreement; (vi) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the Obligationsextent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 10.1(d) or Section 10.1(e); (bvii) Indebtedness representing deferred compensation to directors, officers and employees in respect of Holdings judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Borrower or any Subsidiary thereof shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained (viii) current liabilities of Borrower or any Subsidiary of Borrower incurred in the ordinary course of business not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (ix) endorsements for collection, deposits or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cx) unsecured Indebtedness incurred in respect of performance, surety or appeal bonds obtained in the ordinary course of Borrower's business and in connection with transactions in the ordinary course of Borrower's business; (xi) Indebtedness under commodity price swaps, commodity price caps and commodity price collar and floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in commodity prices with respect to agricultural commodities bought and consumed in the ordinary course of business of such Credit Party Borrower and its Subsidiaries in amounts and on terms consistent with past practice in respect industry standard practices for hedging such future commodities requirements of open accounts extended by suppliers on normal trade terms in connection with purchases of goods Borrower and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofits Subsidiaries; (dxii) Indebtedness referred to in Section 10.2 (ii)(v), and noncash distributions of interest thereon in the form of additional debentures; (xiii) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party Indebtedness for declared and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed unpaid Distributions on Borrower's stock to the seller or a third partyextent permitted under Section 10.2(i); and (xiv) or Indebtedness not otherwise permitted by this Section 10.2(a) in an amount not to construct or improve exceed $10,000,000.00 in the aggregate at any fixed or capital assets one time outstanding for Borrower and all Subsidiaries of Borrower, provided that if any Credit Party and its Subsidiaries (provided, that portion of such Indebtedness is incurred within ninety (90) days borrowed from an Unrestricted Subsidiary, it shall be subordinated in writing to the payment of Borrower's Obligations in form and substance satisfactory to the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;Required Banks.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsany Loan Party pursuant to any Loan Document; (bi) Indebtedness representing deferred compensation of the Borrower or a Wholly Owned Subsidiary Guarantor to directorsany other Loan Party and (ii) Indebtedness of any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (c) [reserved]; (d) Indebtedness outstanding on the Initial Amendment Date and listed on Schedule 7.2(d) and any refinancings, officers and employees of Holdings refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the maturity of any principal amount thereof); (e) Guarantee Obligations made in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary; provided, that a Loan Party may not guaranty Indebtedness of a Subsidiary thereof that is not a Loan Party unless such Loan Party could have incurred such Indebtedness or such Guarantee Obligation is subordinated to the Obligations on substantially the terms of Schedule 7.2(e); (f) [reserved]; (g) Indebtedness owed to credit card companies which are used to pay operating expenses associated with Towers and the Services Business and letters of credit to secure such Indebtedness in each case incurred in the ordinary course of business; (ch) unsecured Indebtedness of any Subsidiary assumed in connection with any acquisition; provided, that such Indebtedness is not incurred and the terms thereof not amended, modified or supplemented (other than to permit such acquisition and except for such amendments, modifications or supplements that are not, when taken as a whole, adverse to the Lenders) in contemplation of such acquisition; provided, further, that both immediately prior and after giving pro forma effect to such acquisition, (i) no Event of Default shall have occurred and be continuing and (ii) the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such acquisition and (x) removing the financial results that would otherwise be included in such calculations in respect of any Property Disposed of after such date and on or prior to the date of making such acquisition and (y) including the financial results that would otherwise be excluded in such calculations in respect of any Property acquired after such date and on or prior to the date of making such acquisition, would not exceed 6.50 to 1.00 (both before and after giving effect to such acquisition and without netting any proceeds thereof for purposes of calculating Consolidated Net Debt); (i) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case incurred in the ordinary course of business in connection with cash management activities; (j) Indebtedness of the Borrower or any Subsidiary to the Borrower or any other Subsidiary to the extent constituting an Investment permitted by Section 7.7; (k) other Indebtedness of the Borrower or any (x) Domestic Subsidiary that is a Loan Party or (y) any Domestic Subsidiary that is not a Loan Party, so long as both immediately prior and after giving pro forma effect to the incurrence thereof, (i) no Event of Default shall have occurred and be continuing, (ii) the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Credit Party incurrence and its Subsidiaries and consistent with past practice (x) removing the financial results that would otherwise be included in such calculations in respect of open accounts extended by suppliers any Property Disposed of after such date and on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as or prior to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books date of such Credit Party, but excluding Indebtedness incurred through incurrence and (y) including the borrowing of money or Contingent Liabilities financial results that would otherwise be excluded in such calculations in respect thereof; (d) Indebtedness (i) evidencing of any Property acquired after such date and on or prior to the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment date of such Credit Party incurrence, would not exceed 6.50 to 1.00 (both before and its Subsidiaries (pursuant after giving effect to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve such incurrence and without netting any fixed or capital assets proceeds thereof for purposes of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such propertycalculating Consolidated Net Debt) and (iiiii) Capitalized Lease liabilities the ratio of Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such incurrence and Permitted Refinancings (x) removing the financial results that would otherwise be included in such calculations in respect of any Property Disposed of after such date and on or prior to the date of such Indebtedness under this clause incurrence and (d)y) including the financial results that would otherwise be excluded in such calculations in respect of any Property acquired after such date and on or prior to the date of such incurrence, to Annualized Cash Interest Expense would not to be less than 2.00 to 1.00; provided, provided that the aggregate amount of all Indebtedness outstanding pursuant to incurred in reliance on this clause (dk) by Domestic Subsidiaries that are not Loan Parties may not exceed, at the time of the incurrence thereof, the greater of $50,000,000 and 10% of Annualized Borrower EBITDA determined for the most recent fiscal quarter ended for which financial statements have been or are required to be delivered pursuant to Section 6.1 (it being understood that unaudited financial statements for the fourth fiscal quarter shall be disregarded for purposes hereof); and (l) Indebtedness of any Specified Foreign Subsidiary denominated in Dollars or Permitted Foreign Currencies, in an aggregate dollar equivalent amount not to exceed, at the time of the incurrence thereof, the greater of $50,000,000 and 10% of Annualized Borrower EBITDA determined for the most recent fiscal quarter ended for which financial statements have been or are required to be delivered pursuant to Section 6.1 (it being understood that unaudited financial statements for the fourth fiscal quarter shall be disregarded for purposes hereof) in any time exceed $5,000,000;fiscal year of the Borrower; provided, however, that none of the Subsidiaries owning, leasing, operating or managing Towers may incur any of the Indebtedness permitted under clause (e) above (other than pursuant to reimbursement obligations in respect of payment or performance or removal bond surety arrangements in the ordinary course of business) or clause (k) above (other than pursuant to any deferred purchase consideration in the form of earn-outs which is contingent). For purposes of determining compliance with this Section 7.2, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (l) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.2; provided that Indebtedness of any Loan Party under the Loan Documents may only be incurred and outstanding under Section 7.2(a).

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for:: ​ (a) Indebtedness in respect of the Obligations;; ​ (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property equipment or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness security arrangements or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) 60 days of the acquisition or completion of construction or improvement of such property), or (ii) evidenced by Capitalized Leases into which such Credit Party enters for the acquisition of equipment used in the ordinary course of business of such Credit Party; provided that the aggregate outstanding principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities of this clause (b) and Permitted Refinancings clause (n) below shall not exceed $7,500,000 at any time, and provided, further, that Lenders shall have the right, but not an obligation, to advance all of such Indebtedness under on substantially the same terms and conditions proposed to the applicable Credit Party or Subsidiary by any other Person within seven Business Days of receipt from such Credit Party or Subsidiary of a copy of the bona fide term sheet or offer of lease for such Indebtedness; ​ ​ (c) Indebtedness existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date which is identified on Schedule 7.24 and which is not otherwise permitted by this clause (d)Section 9.01; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause ​ (d) shall not at Indebtedness in connection with any time exceed $5,000,000;sale-leaseback transaction permitted by

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Restatement Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice or Subsidiary in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles IFRS have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries or Subsidiary (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries or Subsidiary (provided, provided that such Indebtedness is incurred within ninety sixty (9060) days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities shall not exceed $1,000,000 in the aggregate at any one time outstanding; (e) Guarantee Obligations incurred by any Credit Party or Subsidiary in respect of Indebtedness incurred by any Credit Party after the Restatement Date (except for Indebtedness incurred under clauses (g), (n), (o), (p), (v) and Permitted Refinancings (w) of this Section 9.01) to the extent such Indebtedness so guaranteed is permitted hereunder; provided that with respect to any Indebtedness that is required to be subordinated to the Obligations, Guarantee Obligations of such subordinated Indebtedness shall also be subordinated to the Obligations on substantially the same terms as such subordinated Indebtedness and; (f) Hedging Obligations permitted pursuant to Section 9.11; (g) unsecured Indebtedness of (i) any Credit Party owing to any other Credit Party, (ii) any Subsidiary that is not a Credit Party owing to another Subsidiary that is not a Credit Party, (iii) any Credit Party owing to any Subsidiary that is not a Credit Party so long as such Indebtedness is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in form and substance satisfactory to Collateral Agent, and (iv) any Subsidiary that is not a Credit Party owing to any Credit Party; provided, that (A) the aggregate principal amount of all such Indebtedness incurred under this clause (div) shall not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 9.05(d), $5,000,000; (B) such Indebtedness is not incurred during the continuance of any Event of Default, and (C) such Indebtedness shall not be evidenced by promissory notes unless such notes are delivered to the Administrative Agent and pledged to Collateral Agent pursuant to the Security Agreement or the Canadian Security Agreement; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; (j) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Credit Party or Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (k) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued in an aggregate amount not to exceed (i) $500,000 in respect of each such surety bond, performance bond and similar instrument or (ii) $2,000,000 in respect of all such surety bonds, performance bonds and similar instruments in the aggregate, in each case for the preceding clauses (i) and (ii), incurred in the ordinary course of business; (l) Indebtedness relating to judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g); (m) Indebtedness for reimbursement obligations with respect to letters of credit for the account of any Credit Party or Subsidiary intended to provide security for payment obligations in the ordinary course of business in an aggregate amount not exceeding $3,000,000; (n) reserved; (o) any Permitted Third-Party Mortgage Debt; provided, that the aggregate principal amount of all the Permitted Third-Party Mortgage Debt for the (i) MA Property shall not exceed $10,000,000; (ii) NJ Property shall not exceed $8,850,000; and (iii) [***] shall not exceed $6,000,000; (p) unsecured Guarantee Obligations incurred by Parent with respect to Indebtedness outstanding incurred by any Pending Opco (or upon designation of such Pending Opco as an Opco, such Opco) in connection with a Pending Opco Permitted Acquisition, including deferred purchase price obligations in the form of contractual obligations and earnouts and other similar contingent obligations incurred by any Pending Opco (or upon designation of such Pending Opco as an Opco, such Opco) in connection with a Pending Opco Permitted Acquisition; (q) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (r) customary obligations or undertakings constituting the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions with respect to any acquisitions or dispositions consummated in accordance with the terms hereof; (s) deferred purchase price obligations in the form of contractual obligations and earnouts and other similar contingent obligations, in each case, incurred by a Credit Party in connection with a Credit Party Permitted Acquisition; (t) Indebtedness representing deferred compensation or other employment benefits owed to directors, officers, members of management or employees (in their capacities as such) of a Credit Party or Subsidiary incurred in connection with such Credit Party’s or Subsidiary’s employment programs, in each case, incurred in the ordinary course of business; (u) Indebtedness of any Credit Party or Subsidiary consisting of the financing of insurance premiums in the ordinary course of business; (v) the Permitted Future Mortgage Debt; (w) Permitted Subordinated Indebtedness of any Credit Party so long as the Payment Conditions are satisfied prior to the incurrence of any such Permitted Subordinated Indebtedness; (x) Indebtedness that may be deemed to exist pursuant to customary agreements providing for indemnification or purchase price adjustments in connection with Dispositions permitted under Section 9.04; and (y) other Indebtedness of any Credit Party or Subsidiary; provided that the aggregate principal amount of such Indebtedness permitted by this clause (dx) shall not exceed, at any time exceed outstanding, the greater of (x) 5% of the Total Assets of the Credit Parties and (y) $5,000,000;.

Limitation on Indebtedness. Each Credit Party will Lessee shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, guarantee or otherwise become directly or indirectly liable, contingently or otherwise liable with respect to any IndebtednessIndebtedness (including Acquired Debt) or any Synthetic Leases and Lessee shall not issue any Disqualified Interests and shall not permit any of the Restricted Subsidiaries to issue any shares of preferred stock; provided, except for: however, that Lessee and any Restricted Subsidiary of Lessee may create, incur, issue, assume, suffer to exist, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness (aincluding Acquired Debt) or any Synthetic Lease to the extent that the Leverage Ratio is maintained in accordance with Section 5.12(a), both before and after giving effect to the incurrence of such Indebtedness or such Synthetic Lease, as the case may be, and, provided, further, that (x) the aggregate principal amount of (1) all Capitalized Lease Obligations and all Synthetic Lease Obligations (other than Capitalized Lease Obligations and Synthetic Lease Obligations in respect of Growth-Related Capital Expenditures) of Lessee and the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Restricted Subsidiaries and consistent with past practice in respect (2) all Indebtedness for which Lessee and any Restricted Subsidiary of open accounts extended by suppliers on normal trade terms Lessee become liable in connection with purchases Acquisitions of goods and services which are not overdue for a period retail propane businesses in favor of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books sellers of such Credit Partybusinesses and secured by any Lien on any property of Lessee or any of the Restricted Subsidiaries, but excluding shall not exceed $65,000,000 at any one time outstanding, and (y) the principal amount of any Indebtedness incurred through for which Lessee or any Restricted Subsidiary of Lessee becomes liable in connection with Acquisitions of retail propane businesses in favor of the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment sellers of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to businesses shall not exceed the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days fair market value of the acquisition or completion of construction or improvement of such property) assets so acquired, and (iiz) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) of Lessee and its Subsidiaries through one or more SPEs in connection with Accounts Receivable Securitizations shall not exceed $60,000,000 at any one time exceed $5,000,000;outstanding.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) (i) Indebtedness in respect of the ObligationsObligations and (ii) Indebtedness identified in Schedule 10.01 and Permitted Refinancings of any such Indebtedness under this clause (ii); (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings the Borrower or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct construct, replace or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition acquisition, replacement or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,00040,000,000;

Limitation on Indebtedness. Each Credit Party Neither Borrower nor any Guarantor will not, and will not permit any of its Subsidiaries tobe obligated, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist for borrowed money or otherwise become directly under any promissory note, bond, indenture or indirectly liablesimilar instrument, contingently or otherwise with respect to any Indebtedness, except for: other than (a) Indebtedness in respect favor of Agent and the Obligations; Lenders hereunder, (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof trade indebtedness incurred in the normal and ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of Borrower’s or such Guarantor’s business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days orpast due, if overdue for more than ninety (90c)(i) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books indebtedness of such Credit Party, but excluding Indebtedness incurred through the borrowing of money Borrower or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) Guarantor under capitalized leases and (ii) Capitalized Lease liabilities and Permitted Refinancings purchase money indebtedness in connection with the purchase of such Indebtedness under this clause (d); providedequipment, provided that the aggregate outstanding amount of all Indebtedness outstanding pursuant to this clause indebtedness in respect of such capitalized leases and purchase money indebtedness does not exceed $15,000,000 at any time, (d) shall the Private Placement Debt, so long as there is no Default or Event of Default immediately before and, on a pro forma basis, after incurrence of such indebtedness, (f) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract with any Lender or any Affiliate of any Lender, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, and (g) unsecured indebtedness not otherwise permitted pursuant to clauses (a) through (f) above, not to exceed $5,000,000 in aggregate principal amount at any time exceed $5,000,000outstanding; (h) Paragraph 7.30 of the Credit Agreement is hereby amended to read as follows:

Limitation on Indebtedness. Each Credit Party Borrower will not, and it will not cause or permit any of its Subsidiaries to, incur or be obligated on any Indebtedness, either directly or indirectly, createby way of Guarantee, incursuretyship or otherwise, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forother than: (i) the Borrower's Obligations to the Agent and the Banks; (ii) the Swing Loans from Whitney; (iii) Indebtedness existing as of the effective date hereof and listed on Schedule 7.10 attached hereto and Indebtedness relating to the employee benefit plans; (iv) Indebtedness described in clause (a) or (b) of the defined term Restricted Investment of this Agreement; (v) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the Obligationsextent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.1(d) or Section 8.1(e); (bvi) Indebtedness representing deferred compensation to directors, officers in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal and employees for which adequate provision as determined in accordance with GAAP has been made so long as execution is not levied thereunder and in respect of Holdings which Borrower or any Subsidiary thereof shall at the time in good faith be prosecuting an appeal or proceedings for review and a suspensive appeal bond in the full amount of such judgment or award shall have been obtained by Borrower or such Subsidiary with respect thereto; (vii) current liabilities of Borrower or any Subsidiary of Borrower incurred in the ordinary course of business not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (viii) endorsements for collection, deposits or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cix) unsecured Indebtedness incurred in respect of performance, surety or appeal bonds obtained in the ordinary course of Borrower's or any Subsidiary's business and in connection with transactions in the ordinary course of Borrower's or any Subsidiary's business; (x) Indebtedness under commodity price swaps, commodity price caps and commodity price collar and floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in commodity prices with respect to any steel commodities bought and consumed in the ordinary course of business of such Credit Party Borrower and its Subsidiaries in amounts and on terms consistent with past practice industry standard practices for hedging such future commodities requirements of Borrower and its Subsidiaries; (xi) Indebtedness for any permitted declared and unpaid Distributions on Borrower's stock; (xii) Indebtedness in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods the Separation and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofRelated Agreements; (dxiii) Indebtedness (inot otherwise permitted by this Section 8.2(a) evidencing in an amount not to exceed $45,000,000.00 in the deferred purchase price aggregate at any one time outstanding for Borrower and all Subsidiaries so long as not more than $25,000,000.00 of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety in any one fiscal year; (90xiv) days Indebtedness, in an amount not to exceed $30,000,000.00 in the aggregate at any one time outstanding for Borrower and all its Subsidiaries, in respect of guarantees issued in support of customer financing of down payments and other similar amounts relating to Exim Bank or other similar construction financing, which guarantees do not exceed 20% of the acquisition or completion purchase price of construction or improvement the subject vessel; (xv) Indebtedness due in connection with the issuance of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that industrial revenue bonds by the Mississippi Economic Development Corporation not to exceed the aggregate principal amount of all Indebtedness outstanding pursuant to this clause $30,000,000.00; and (dxvi) shall not at any time exceed $5,000,000;the Subordinated Notes.

Limitation on Indebtedness. Each Credit Party will Without the consent of the Purchaser, Appia shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Senior Debt which shall not exceed Five Million and 00/100 Dollars ($5,000,000.00), and Purchase Money Indebtedness in respect which shall not exceed One Million and 00/100 Dollars ($1,000,000.00). At such time as the aggregate amount outstanding of Senior Debt is less than Five Million and 00/100 Dollars ($5,000,000.00), Appia may incur additional Indebtedness other than Purchase Money Indebtedness, but only to the extent that Senior Debt is less than Five Million and 00/100 Dollars ($5,000,000.00). At such time as the aggregate amount outstanding of Purchase Money Indebtedness is less than One Million and 00/100 Dollars ($1,000,000.00), Appia may incur additional Purchase Money Indebtedness, but only to the extent that Purchase Money Indebtedness is less than One Million and 00/100 Dollars ($1,000,000.00); (b) the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness current liabilities which are incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through (i) the borrowing of money or Contingent Liabilities (ii) the obtaining of credit except for credit on an open account basis customarily extended and in respect thereoffact extended in connection with normal purchases of goods and services, including credit incurred in the ordinary course of business with corporate credit cards; (d) Indebtedness with respect to taxes or assessments which are not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Appia or its Subsidiaries, as the case may be, in conformity with GAAP; (ie) evidencing the deferred purchase price Indebtedness of newly acquired property Appia or incurred any Subsidiary, including Indebtedness of Appia to finance the acquisition of equipment of such Credit Party any Subsidiary and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (providedSubsidiary to Appia or any other Subsidiary, that so long as such Indebtedness is incurred within ninety (90) days subordinated in right of payment to all Obligations on such terms and conditions as the acquisition or completion of construction or improvement of such property) Purchaser may reasonably require; and (iif) Capitalized Lease liabilities extensions, refinancings and Permitted Refinancings renewals of such Indebtedness under this clause (dset forth above in Section 8.1(a); provided, provided that the aggregate principal amount of all Indebtedness outstanding pursuant is not increased or the terms modified to this clause (d) shall not at impose materially more burdensome terms upon a Company or any time exceed $5,000,000;Subsidiary.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except foror permit any preferred stock to be issued or outstanding, except: (a) Indebtedness in respect of the ObligationsBorrower arising under the Loan Documents, or any other guaranty of, or suretyship arrangement for, the foregoing; (b) Subordinated Indebtedness; (c) Indebtedness representing deferred compensation to directorsof the Borrower and its Subsidiaries not exceeding $10,000,000 in an aggregate principal amount at any one time outstanding; (d) Indebtedness of the Borrower and its Subsidiaries for equipment acquired in the ordinary course of business secured by purchase money Liens not exceeding $1,000,000 in an aggregate principal amount at any one time outstanding; (e) Indebtedness arising from the honoring by a bank or other financial institution of a check, officers and employees draft or similar instrument drawn against insufficient funds in the ordinary course of Holdings business or any Subsidiary thereof incurred other cash management services in the ordinary course of business; provided that, such Indebtedness (other than credit or purchase cards) is extinguished within one (1) Business Day after notification to the Borrower of its incurrence; provided, further, that such Indebtedness is (i) provided for by a bank or financial institution under an Account Control Agreement or (ii) with respect to an Excluded Account; (cf) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases workers’ compensation claims, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of goods and services which are the Loan Parties’ properties in an aggregate amount not overdue for a period of more than ninety (90) days orto exceed $500,000 at any time outstanding; provided that, if overdue for more than ninety (90) days, as to which a dispute exists and adequate full reserves in conformity with the Accounting Principles GAAP for all such obligations have been established provided on the books of such Credit the relevant Loan Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (dg) Indebtedness incurred in the ordinary course of business in connection with unsecured performance and bid bonds in an aggregate amount not to exceed $50,000,000 at any time outstanding; (h) Indebtedness incurred in the ordinary course of business consisting of a guarantee by a Loan Party of trade credit obligations of any Loan Party; (i) evidencing Intermediate Investment Advances; (j) secured Indebtedness, the deferred purchase price proceeds of newly acquired property or incurred which are concurrently used to finance repay in full, and permanently reduce in full the acquisition of equipment of such Credit Party and its Subsidiaries Commitments with respect to, the Indebtedness arising under the Loan Documents; and (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyk) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;on the date hereof and listed on Schedule 8.2.

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, guarantee or otherwise become directly or indirectly liable, contingently or otherwise liable with respect to any IndebtednessIndebtedness (including Acquired Debt) or any Synthetic Leases and the Borrower shall not issue any Disqualified Interests and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, except for: however, that the Borrower and any Subsidiary of the Borrower may create, incur, issue, assume, suffer to exist, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness or any Synthetic Lease to the extent that the Leverage Ratio is maintained in accordance with Section 6.12(a), both before and after giving effect to the incurrence of such Indebtedness or such Synthetic Lease, as the case may be, and, provided, further, that (ax) Indebtedness the aggregate principal amount of (1) all Capitalized Lease Obligations and all Synthetic Lease Obligations (other than Capitalized Lease Obligations and Synthetic Lease Obligations in respect of Growth-Related Capital Expenditures) of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party Borrower and its Subsidiaries and consistent with past practice in respect (2) all Indebtedness for which the Borrower and any Subsidiary of open accounts extended by suppliers on normal trade terms the Borrower become liable in connection with purchases Acquisitions of goods and services which are not overdue for a period retail propane businesses in favor of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books sellers of such Credit Partybusinesses and secured by any Lien on any property of the Borrower or any of its Subsidiaries, but excluding shall not exceed $65,000,000 at any one time outstanding and (y) the principal amount of any Indebtedness incurred through for which the borrowing Borrower or any Subsidiary of money or Contingent Liabilities the Borrower becomes liable in respect thereof; (d) Indebtedness (i) evidencing connection with Acquisitions of retail propane businesses in favor of the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment sellers of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to businesses shall not exceed the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days fair market value of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;assets so acquired.

Limitation on Indebtedness. Each Credit Party will notCreate, and will not permit incur, assume or suffer to exist any Indebtedness (including any Indebtedness of any of its Subsidiaries toSubsidiaries), directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the ObligationsBorrower under this Agreement and under any Notes; (b) [Reserved]; (c) Indebtedness representing deferred compensation of the Borrower to directors, officers any of its Subsidiaries and employees of Holdings any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in subsection 7.9(f)(i), (ii) if the Borrower is the obligor on Indebtedness owing to any Subsidiary (other than SIRVA Mortgage) that is not a Loan Party, such Indebtedness is expressly subordinated in right of payment to the Obligations hereunder and (iii) if a Subsidiary Guarantor is the obligor on Indebtedness owing to any Subsidiary (other than SIRVA Mortgage) that is not a Loan Party, such Indebtedness is subordinated in right of payment to the Guarantees of such Subsidiary Guarantor; provided, further, that in the case of both of the preceding clauses (ii) and (iii), scheduled payments of Indebtedness owing to any Subsidiary that is not a Loan Party are permitted so long as no Event of Default has occurred and is continuing; (d) Indebtedness of the Borrower and any of its Subsidiaries incurred to finance or refinance the acquisition of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise) otherwise permitted pursuant to this Agreement, and any other Financing Leases, in an aggregate principal amount not exceeding in the aggregate as to the Borrower and its Subsidiaries $25,000,000 at any time outstanding; provided that such Indebtedness is incurred substantially simultaneously with such acquisition or within six months after such acquisition or in connection with a refinancing thereof; and any refinancing, refunding, renewal or extension of any such Indebtedness; provided, further, that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the premium or other amounts paid, and fees and expenses incurred, in connection with such refinancing, refunding, renewal or extension; provided, further, that this subsection 7.2(d) shall not permit Indebtedness incurred in connection with financing the acquisition of residential real property, fixtures or related assets by SIRVA Relocation, SRHL, any of their respective Subsidiaries or any other Subsidiary of the Borrower primarily engaged in the Employee Relocation Business in connection with the provision of relocation services; (e) Indebtedness of the Borrower and its Subsidiaries under Interest Rate Protection Agreements (including but not limited to Indebtedness of the Borrower under Interest Rate Protection Agreements relating to Indebtedness of the Borrower under this Agreement, if any), to the extent, and only to the extent, that such agreement or arrangement is entered into in the ordinary course of business of the Borrower or any of its Subsidiaries with reputable financial institutions or vendors and not for purposes of speculation; (f) other Indebtedness outstanding or incurred under facilities in existence on the Closing Date and listed on Schedule 7.2(f) and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to (A) the premium or other amounts paid, and fees and expenses incurred, in connection with such refinancing, refunding, renewal or extension plus (B) the unutilized commitments thereunder and (ii) if such Indebtedness is subordinated, any refinancing, refunding, renewal or extension thereof shall be subordinated to at least the same extent as the Indebtedness so refinanced, refunded, renewed or extended; (g) to the extent that any Guarantee Obligation permitted under subsection 7.4 constitutes Indebtedness, such Indebtedness; (h) Indebtedness of Foreign Subsidiaries of the Borrower (in addition to Indebtedness of Foreign Subsidiaries of the Borrower permitted by subsection 7.2(f) and 7.2(i)) not exceeding, as to all such Foreign Subsidiaries, the sum of (x) $15,000,000 in aggregate principal amount at any one time outstanding plus (y) $5,000,000 in aggregate principal amount at any one time outstanding; provided that, with respect to this clause (y) only, after giving effect thereto on a Pro Forma Basis, the Consolidated Leverage Ratio would not be greater than 2.50:1.00, it being understood, for the avoidance of doubt, that any portion of any Indebtedness of a Foreign Subsidiary incurred in connection with a refinancing of any Indebtedness described under subsection 7.2(f) in excess of the amounts permitted under such subsections may be incurred under this subsection 7.2(h); (i) Indebtedness of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower at any time outstanding (the “Assumed Indebtedness”) and any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Assumed Indebtedness; provided that (i) such Indebtedness was not created in contemplation of such merger, consolidation or acquisition, (ii) the principal amount of such Assumed Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed (other than as expressly permitted hereunder) as a result of or in connection with such extension, refunding or refinancing, (iii) after giving effect to the incurrence of any such Indebtedness on a Pro Forma Basis, the Borrower shall be in compliance with subsections 7.1(a) and (b) hereof and (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (j) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance insurance premiums in the ordinary course of business; (ck) unsecured Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds; provided that such Indebtedness is extinguished within two Business Days of its incurrence; (l) Receivables Debt in an aggregate amount outstanding not to exceed $7,000,000; (m) Indebtedness of SIRVA Relocation, SRHL, any of their respective Subsidiaries or any other Subsidiary of the Borrower primarily engaged in the Employee Relocation Business incurred in connection with financing the acquisition of residential real property, fixtures or related assets by SIRVA Relocation, SRHL, any of their respective Subsidiaries or any other Subsidiary of the Borrower primarily engaged in the Employee Relocation Business in the ordinary course of business in connection with the provision of relocation services, not exceeding $15,000,000 in aggregate principal amount at any time outstanding; provided that such Credit Party Indebtedness finances expenses of the Employee Relocation Business that are, directly or indirectly, subject to reimbursement, indemnification, guarantee or other support (including by the charging of fees or other compensation at reasonable rates determined by the applicable Subsidiary in good faith) by or from the customers receiving such relocation services; (n) unsecured Indebtedness of the Borrower or any Subsidiary of the Borrower not exceeding in the aggregate as to the Borrower and its Subsidiaries $30,000,000 at any time outstanding and consistent any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, such Indebtedness; provided that (i) after giving effect to the incurrence of any such Indebtedness on a Pro Forma Basis, the Borrower shall be in compliance with past practice subsections 7.1(a) and (b) hereof, (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) all such Indebtedness permitted by this clause (n) shall be Subordinated Debt, (iv) such Indebtedness shall have been originally incurred to finance an acquisition permitted by clause (c) of subsection 7.10 and, after giving effect to the consummation of such acquisition and the incurrence of such Indebtedness on a Pro Forma Basis, the Consolidated Leverage Ratio, recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which the relevant information is available as if such acquisition had occurred on the first day of the relevant period for testing such compliance, shall be not greater than 0.50 less than the highest Consolidated Leverage Ratio permitted at such time under subsection 7.1(b), and the Borrower shall have delivered to the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate such compliance on a Pro Forma Basis and (v) the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed (other than as expressly permitted hereunder) as a result of or in connection with such extension, refunding or refinancing; (o) Indebtedness of the Borrower or any Subsidiary Guarantor owing to Holdings not exceeding $30,000,000 in aggregate principal amount at any one time outstanding; provided that such Indebtedness shall constitute Subordinated Intercompany Debt; (p) Indebtedness under the ABL Credit Agreement in an aggregate principal amount not to exceed (x) $50,000,000 outstanding at any time, plus, (y) to the extent the Borrower has capacity under the borrowing base in the ABL Credit Agreement, (1) if the Consolidated Leverage Ratio would not be greater than 4.00:1.00 at the time of the incurrence of any such Indebtedness, $5,000,000 outstanding at any time plus (2) if the Consolidated Leverage Ratio would not be greater than 3.00:1.00 at the time of incurrence of any such Indebtedness, an additional $10,000,000 outstanding at any time, and any refinancing, refunding, renewal or extension of any such Indebtedness permitted by the Intercreditor Agreement; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the premium or other amounts paid, and fees and expenses incurred, in connection with such refinancing, refunding, renewal or extension; and (q) additional Indebtedness of the Borrower or any Subsidiary of the Borrower not to exceed $20,000,000 as to the Borrower and its Subsidiaries in aggregate principal amount at any one time outstanding. For purposes of determining compliance with this subsection 7.2, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of open accounts extended by suppliers term debt) or committed (in respect of revolving debt) on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days oror prior to the Closing Date, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books Closing Date and, in the case of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities (in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyterm debt) or to construct or improve any fixed or capital assets committed (in respect of any Credit Party and its Subsidiaries (providedrevolving debt) after the Closing Date, on the date that such Indebtedness is was incurred within ninety (90in respect of term debt) days or committed (in respect of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (drevolving debt); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;.

Limitation on Indebtedness. Each Credit Party Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing (i) evidencing the deferred compensation purchase price of newly acquired equipment or incurred to directorsfinance the acquisition of equipment of such Borrower (pursuant to purchase money security arrangements or otherwise, officers and employees of Holdings whether owed to the seller or any Subsidiary thereof incurred a third party) used in the ordinary course of businessbusiness of such Borrower (provided that such Indebtedness is incurred within 60 days of the acquisition of such property), or (ii) evidenced by Capitalized Leases into which such Borrower enters for the acquisition of equipment used in the ordinary course of business of such Borrower; provided that the aggregate outstanding principal amount of such Indebtedness under clauses (i) and (ii) of this clause (b) and clause (n) below shall not exceed $100,000 at any time, and provided, further, that Lenders shall have the right, but not an obligation, to advance all of such Indebtedness on substantially the same terms and conditions proposed to the applicable Borrower or Subsidiary by any other Person within seven Business Days of receipt from such Borrower or Subsidiary of a copy of the bona fide term sheet or offer of lease for such Indebtedness; (c) Indebtedness existing as of the Closing Date or, on and after the Closing Date, the Closing Date which is identified on Schedule 7.25 and which is not otherwise permitted by this Section 9.01; (d) Indebtedness in connection with any sale-leaseback transaction permitted by Section 9.09; (e) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party Borrower and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyBorrower and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (df) Guarantee Obligations of any Borrower in respect of Indebtedness otherwise permitted hereunder of any Borrower (iother than Indebtedness described in clauses (m) evidencing the deferred purchase price of newly acquired property and (n) below); (g) non-recourse Indebtedness incurred by any Borrower or incurred any Subsidiary to finance the acquisition payment of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgagesinsurance premiums; provided, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (providedhowever, that such Indebtedness may be recourse if such Borrower or Subsidiary cannot obtain the applicable insurance premium financing for insurance that is in compliance with Section 8.03 with commercially reasonable terms on a non-recourse basis; (h) intercompany Indebtedness between any Credit Parties; (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred within ninety in the ordinary course of business; (90k) days Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Borrower or any Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person, in each case, in the ordinary course of business; (l) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued in the acquisition ordinary course of business in an aggregate amount not to exceed (i) $500,000 in respect of each such surety bond, performance bond and similar instrument or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount $25,000,000 in respect of all such surety bonds, performance bonds and similar instruments in the aggregate; (m) Indebtedness outstanding pursuant relating to this clause Judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g); (dn) shall not at the Main Credit Facility Debt and the Refinancing Indebtedness; (o) the Minnesota Mortgage Facility Debt; (p) the S▇▇▇▇▇▇ Facility Debt, so long as the S▇▇▇▇▇▇ Facility Intercreditor Agreement is in full force and effect, no breach thereof (other than by any time exceed $5,000,000;Agent) has occurred and is continuing and no Event of Default under Section 10.01(q) has occurred with respect thereto; and (q) [reserved].

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsany Loan Party pursuant to any Loan Document, including any Incremental Equivalent Debt; (bi) Indebtedness representing deferred compensation of the Borrower or a Wholly Owned Subsidiary Guarantor to directorsany other Loan Party and (ii) Indebtedness of any Subsidiary of Parent that is not a Loan Party to any other Subsidiary of Parent that is not a Loan Party; (c) intercompany Indebtedness to the extent permitted by Section 7.7(e); (d) Indebtedness outstanding on the Effective Date and listed on Schedule 7.2(d) and any refinancings, officers and employees of Holdings refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the maturity of any principal amount thereof); (e) Guarantee Obligations made in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary; provided, that a Loan Party may not guaranty Indebtedness of a Subsidiary thereof that is not a Loan Party unless such Loan Party could have incurred such Indebtedness or such Guarantee Obligation is subordinated to the Obligations on substantially the terms of Schedule 7.2(e); (f) [reserved]; (g) Indebtedness owed to credit card companies which are used to pay operating expenses associated with Towers and the Services Business and letters of credit to secure such Indebtedness in each case incurred in the ordinary course of business; (ch) unsecured Indebtedness of any Subsidiary assumed in connection with any acquisition; provided, that such Indebtedness is not incurred and the terms thereof not amended, modified or supplemented (other than to permit such acquisition and except for such amendments, modifications or supplements that are not, when taken as a whole, adverse to the Lenders) in contemplation of such acquisition; provided, further, that both immediately prior and after giving pro forma effect to such acquisition, the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such acquisition and (x) removing the financial results that would otherwise be included in such calculations in respect of any Property Disposed of after such date and on or prior to the date of making such acquisition and (y) including the financial results that would otherwise be excluded in such calculations in respect of any Property acquired after such date and on or prior to the date of making such acquisition, would not exceed 6.50 to 1.00 (both before and after giving effect to such acquisition and without netting any proceeds thereof for purposes of calculating Consolidated Net Debt); (i) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case incurred in the ordinary course of business in connection with cash management activities; (j) Indebtedness of the Borrower or any Subsidiary to the Borrower or any other Subsidiary to the extent constituting an Investment permitted by Section 7.7; (k) other Indebtedness (which may, subject to Section 7.3(n) below, at the Borrower’s election be (i) secured by liens on the Collateral on a pari passu basis to the Loans hereunder, (ii) secured by liens on Collateral on a junior basis to the Loans hereunder or (iii) unsecured) of the Borrower or any Subsidiary so long as both immediately prior and after giving pro forma effect to the incurrence thereof, the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Credit Party incurrence and its Subsidiaries and consistent with past practice (x) removing the financial results that would otherwise be included in such calculations in respect of open accounts extended by suppliers any Property Disposed of after such date and on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as or prior to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books date of such Credit Party, but excluding Indebtedness incurred through incurrence and (y) including the borrowing of money or Contingent Liabilities financial results that would otherwise be excluded in such calculations in respect thereof; (d) Indebtedness (i) evidencing of any Property acquired after such date and on or prior to the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment date of such Credit Party incurrence, would not exceed 6.50 to 1.00 (both before and its Subsidiaries (pursuant after giving effect to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve such incurrence and without netting any fixed or capital assets proceeds thereof for purposes of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (dcalculating Consolidated Net Debt); provided, that the aggregate amount of all Indebtedness outstanding pursuant to incurred in reliance on this clause (dk) by Subsidiaries that are not Loan Parties may not exceed, at the time of the incurrence thereof, the greater of $360,000,000 and 40% of Annualized Borrower EBITDA determined for the most recent fiscal quarter ended for which financial statements have been or are required to be delivered pursuant to Section 6.1 (it being understood that unaudited financial statements for the fourth fiscal quarter shall not at be disregarded for purposes hereof); and provided, however, that none of the Subsidiaries owning, leasing, operating or managing Towers may incur any time exceed $5,000,000;of the Indebtedness permitted under clause (e) above (other than pursuant to reimbursement obligations in respect of payment or performance or removal bond surety arrangements in the ordinary course of business) or clause (k) above (other than pursuant to any deferred purchase consideration in the form of earn-outs which is contingent). For purposes of determining compliance with this Section 7.2, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (k) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.2; provided that Indebtedness of any Loan Party under the Loan Documents may only be incurred and outstanding under Section 7.2(a).

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will not permit any shall cause each of its Subsidiaries not to, directly or indirectly, create, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect to the Lender arising under any of the ObligationsFinancing Documents; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessSubordinated Debt; (c) unsecured in addition to the Indebtedness listed in the other subsections of this Section 6.2, Indebtedness of the Borrower and any of its Subsidiaries, on a consolidated basis, not to exceed Five Million and 00/100 Dollars in the aggregate, including, without limitation, Purchase Money Indebtedness; Indebtedness with respect to Capitalized Lease Obligations; and the Indebtedness with respect to the GE Capital Lease; (d) ▇▇▇▇▇▇▇ Indebtedness; (e) current liabilities which are incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through (i) the borrowing of money or Contingent Liabilities (ii) the obtaining of credit except for credit on an open account basis customarily extended and in respect thereoffact extended in connection with normal purchases of goods and services; (df) Indebtedness with respect to taxes, assessments, governmental charges or levies which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; and (g) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, so long as such Indebtedness (i) evidencing the deferred purchase price is subordinated in right of newly acquired property or incurred payment to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) all Obligations; and (ii) Capitalized Lease liabilities has terms and Permitted Refinancings of such Indebtedness under this clause (d); provided, that conditions as the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;Lender may reasonably require.

Limitation on Indebtedness. Each No Credit Party will not, and will not permit any of its Subsidiaries towill, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Restatement Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles IFRS have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of software, furniture, fixtures or equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety sixty (9060) days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities shall not exceed $2,500,000 in the aggregate at any one time outstanding; (e) Guarantee Obligations incurred by any Credit Party (i) in respect of Indebtedness incurred by any Credit Party after the Restatement Date to the extent such Indebtedness so guaranteed is permitted hereunder or (ii) on behalf of any Non-Credit Party Subsidiary in an aggregate amount not to exceed $2,500,000 at any one time outstanding; provided that with respect to any Indebtedness incurred that is required to be subordinated to the Obligations, Guarantee Obligations of such subordinated Indebtedness shall also be subordinated to the Obligations on substantially the same terms as such subordinated Indebtedness; (f) Hedging Obligations permitted pursuant to Section 9.11; (g) unsecured Indebtedness of (i) any Credit Party owing to any other Credit Party and (ii) any Credit Party owing to any Subsidiary that is not a Credit Party, so long as such Indebtedness is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in form and substance satisfactory to the Collateral Agent; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; (j) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Credit Party or Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (k) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued and incurred in the ordinary course of business; (l) Indebtedness relating to judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g); (m) Indebtedness for reimbursement obligations with respect to letters of credit for the account of any Credit Party intended to provide security for payment obligations in the ordinary course of business in an aggregate amount not exceeding $5,000,000; (n) the Pennsylvania Mortgage Debt; (o) any Permitted Refinancings Third-Party Mortgage Debt; (p) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (q) customary obligations or undertakings constituting the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions with respect to any acquisitions or dispositions consummated in accordance with the terms hereof; (r) deferred purchase price obligations in the form of contractual obligations and earnouts and other similar contingent obligations, in each case, incurred by a Credit Party in connection with a Permitted Acquisition; (s) Indebtedness representing deferred compensation or other employment benefits owed to directors, officers, members of management or employees (in their capacities as such) of a Credit Party incurred in connection with such Credit Party’s employment programs, in each case, incurred in the ordinary course of business; (t) Indebtedness of any Credit Party consisting of the financing of insurance premiums in the ordinary course of business; (u) Permitted Subordinated Indebtedness of any Credit Party so long as the Payment Conditions are satisfied prior to the incurrence of any such Permitted Subordinated Indebtedness; (v) Indebtedness that may be deemed to exist pursuant to customary agreements providing for indemnification or purchase price adjustments in connection with Dispositions permitted under Section 9.04; and (w) other Indebtedness of any Credit Party; provided that the aggregate principal amount of such Indebtedness under permitted by this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (dw) shall not exceed, at any time exceed outstanding, the greater of (xi) 5% of the Total Assets of the Credit Parties and (yii) $5,000,000;.; and (x) if the Vireo Acquisition closes, the Guarantee Obligations incurred by any Credit Party under the Vireo Credit Documents, so long as the Vireo Guarantors have guaranteed the Obligations as provided in Section 8.10(b).

Limitation on Indebtedness. Each Credit Party will notIssuer, GMH, Affiliates, and will Subsidiaries shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, assume or suffer to exist any indebtedness or otherwise become directly issue any shares or indirectly liableinterests of preferred capital stock, contingently or otherwise with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the ObligationsIssuer and the Guarantors under this Agreement and the other Transaction Documents; (b) Indebtedness representing deferred compensation of any Guarantor to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessIssuer; (c) unsecured Indebtedness incurred of an entity which becomes an Affiliate or Subsidiary after the date hereof, provided that (i) such indebtedness existed at the time such entity became an Affiliate or Subsidiary and was not created in anticipation thereof, and (ii) immediately after giving effect to the ordinary course of business acquisition of such Credit Party corporation by the Issuer no Default or Event of Default shall have occurred and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofbe continuing; (d) Indebtedness relating to future property acquisitions or refinancing or equity commitments with respect to the student housing business. (e) Indebtedness relating to financings or refinancings relating to Military Housing Projects that are non-recourse to Issuer or its Affiliates or Subsidiaries and subject only to customary “bad acts” guarantees provided in connection with such projects; (f) Indebtedness existing as of the date hereof relating to the student housing business; and, (g) Indebtedness relating to existing equity commitments related to Military Housing Projects none of which will become payable prior to payment in full of the Obligations. (h) Indebtedness to finance the Navy Southeast and Army West Point projects, set forth on Exhibit C, and any project indebtedness for future military housing privatization projects; provided, however, such indebtedness is investment grade (at least rated BBB by ▇▇▇▇▇’▇ or Standard & Poor’s) and is non-recourse to the Issuer or any Guarantor; and, (i) evidencing the deferred purchase price Indebtedness in respect of newly acquired property or incurred obligations to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant contribute equity to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, military housing privatization project that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall does not at any time exceed $5,000,000;15,000,000 on an individual basis.

Limitation on Indebtedness. Each Credit No Loan Party will notshall, and will not no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranteepermit to exist, suffer to exist or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forprovided: (a) Nothing herein shall prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Secured Obligations; (ii) Indebtedness existing on the Effective Date (other than Non-ABL Priority Lien Debt) and set forth in Schedule 6.05, including Permitted Refinancing Indebtedness with respect thereto; (iii) 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 purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Borrower or any of its Subsidiaries, and Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (iii), in an aggregate outstanding principal amount not to exceed $150,000,000 at any time; (iv) intercompany Indebtedness between or among the Borrower and any of its Subsidiaries; provided, however, that (A) if a Loan Party is the obligor on such Indebtedness and the payee is not a Loan Party, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all the Secured Obligations; (B) Indebtedness of any Subsidiary that is not a Loan Party to a Loan Party shall be subject to Section 6.04(b); and (C)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Subsidiary of the Borrower and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Subsidiary of the Borrower, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Subsidiary, as the case may be, that was not permitted by this clause (iv); provided, further that: (A) the Loan Parties shall accurately record all material intercompany transactions on their respective books and records; and (B) in the case of any intercompany Indebtedness advanced with any Property that constitutes Collateral prior to such advance by a Loan Party to a Subsidiary of the Borrower that is not a Loan Party, no Default or Event of Default is continuing as of the date such intercompany Indebtedness is advanced; (v) (1) the 2022 Notes, (2) additional Non-ABL Priority Lien Debt or unsecured Indebtedness of the Borrower or any of its Subsidiaries, and (3) Permitted Refinancing Indebtedness in respect of the ObligationsIndebtedness incurred pursuant to the foregoing clause (v)(1) or (v)(2); provided, that: (A) the aggregate principal amount at any one time outstanding under this clause (v) does not to exceed (as of any date of incurrence of Indebtedness under this clause (v) and after giving pro forma effect to the application of any net proceeds therefrom (which application may occur within thirty-five (35) days of the date of such incurrence with the consent of the Administrative Agent, such consent not to be unreasonably withheld)) the Non-ABL Priority Lien Cap (it being understood and agreed that the aggregate amount of all such Indebtedness may not under any circumstances exceed the Non-ABL Priority Lien Cap at any time following the thirty-fifth day after the incurrence of such Indebtedness if consented to by the Administrative Agent); (B) neither the Borrower nor any Subsidiary Guarantor shall incur any Indebtedness pursuant to the foregoing clause (v)(2) after the Effective Date in an aggregate principal amount (as of any date of incurrence of Indebtedness under this clause (v) and after giving pro forma effect to the application of any net proceeds therefrom within thirty-five (35) days of the date of such incurrence, if consented to by the Administrative Agent, such consent not to be unreasonably withheld) in excess of $310,000,000 (or in any amount, if such Indebtedness has scheduled principal payments due prior to the date that is 91 days after the Maturity Date in effect at the time of such incurrence) unless the Loan Parties are in compliance with the covenants set forth in Section 6.18 as of the end of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether any such covenant is required to be tested as of such date pursuant to Section 6.18), computed on a pro forma basis, and (C) the stated maturity date of any Indebtedness representing deferred compensation to directors, officers and employees incurred or refinanced under the preceding clauses (v)(2) or (v)(3) shall be at least 91 days after the Maturity Date as in effect at the time of Holdings such incurrence; (vi) the Guarantee by the Borrower or any Subsidiary thereof of Indebtedness of the Borrower or a Subsidiary of the Borrower that was permitted to be incurred by another provision of this Section 6.05(a); provided that (A) if the Indebtedness being guaranteed is subordinated to or pari passu with the Obligations, then the Guarantee must be subordinated or pari passu, as applicable, to the Obligations to the same extent as the Indebtedness guaranteed and (B) Guarantees by a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04(b) and (l); (vii) Indebtedness consisting of Swap Obligations entered into in the ordinary course of business and for bona fide non-speculative purposes, and cancellations, buy backs, reversals, terminations or assignments in respect thereof; (viii) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, appeal, surety and customs bonds, completion guarantees and similar obligations in the ordinary course of business; (cix) unsecured Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; (x) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding pursuant to this clause (x), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (x), not to exceed $150,000,000; (xi) Indebtedness of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of or was otherwise acquired by the Borrower); provided that the aggregate principal amount at any time outstanding pursuant to this clause (xi), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (xi), does not exceed $50,000,000; (xii) Indebtedness 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 or assets of the Borrower or any business, assets or Equity Interests of a Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrower and its Subsidiaries in connection with such disposition; (xiii) Subordinated Indebtedness issued by the Borrower or a Subsidiary to any current or former officer, director, employee or consultant of the Borrower or any of its Subsidiaries (or any permitted transferees of such persons), in each case to finance the purchase or redemption of Equity Interests of the Borrower to the extent permitted under Section 6.08 hereof; (xiv) 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 such Credit Party the Borrower and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms such banks or financial institutions that arises in connection with purchases ordinary banking arrangements to manage cash balances of goods the Borrower and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofits Subsidiaries; (dxv) Indebtedness incurred by a Subsidiary of the Borrower that is not a Loan Party in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms; (ixvi) evidencing Indebtedness incurred by the deferred purchase price Borrower or any of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant constituting letters of credit or reimbursement obligations with respect to purchase money mortgages, indebtedness or otherwise, whether owed to letters of credit issued in the seller or a third party) or to construct or improve any fixed or capital assets ordinary course of any Credit Party and its Subsidiaries (business; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within thirty (30) days following such drawing; (xvii) Indebtedness incurred pursuant to a Permitted Sales-Type Lease Transaction; provided, that the principal amount of such Indebtedness is incurred within ninety (90) days of determined based on the acquisition or completion of construction or improvement amount of such propertyIndebtedness reflected on a balance sheet prepared in accordance with GAAP) and shall not exceed $150,000,000 at any time outstanding; (iixviii) Capitalized Lease liabilities and Permitted Refinancings (A) the 2021 Convertible Senior Notes, (B) additional unsecured Indebtedness in an unlimited amount provided that, as of such any date of incurrence of Indebtedness under this clause (dxviii)(B) and after giving pro forma effect to the application of any net proceeds therefrom, the Payment Conditions are satisfied, and (C) Permitted Refinancing Indebtedness in respect of any indebtedness incurred pursuant to the foregoing clause (xviii)(A) or (B); and (xix) Indebtedness of the Borrower or any Subsidiary Guarantor incurred to finance up-front costs associated with long-term contracts with customers in the ordinary course of business. (b) No Loan Party shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Loan Party unless such Indebtedness is also contractually subordinated in right of payment to the Secured Obligations 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 Borrower solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. (c) For purposes of determining compliance with this Section 6.05, (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvii) of Section 6.05(a) above, the Borrower will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 6.05; (ii) at the time of incurrence, the Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 6.05(a) hereof; (iii) letters of credit will be deemed to have a principal amount equal to the maximum potential liability of the Borrower and its Subsidiaries thereunder; (iv) in calculating the amount of Indebtedness permitted under any particular clause of this Section 6.05, Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in duplication of the amount of the underlying Indebtedness being Guaranteed or supported by such letter of credit; and (v) with respect to 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 refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. (d) The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on 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 for purposes of this Section 6.05; provided, in each such case, that the aggregate amount of all any such accrual, accretion or payment is included in the Interest Expense of the Borrower as accrued. Notwithstanding any other provision of this Section 6.05, the maximum amount of Indebtedness outstanding that the Borrower or any Subsidiary of the Borrower may incur pursuant to this clause (d) Section 6.05 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. (e) The amount of any Indebtedness outstanding as of any date will be: (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person (in any case, so long as such specified Person’s obligations in respect of such Indebtedness are expressly limited in recourse to the assets securing such Indebtedness), the lesser of: (A) the Fair Market Value of such assets at any time exceed $5,000,000;the date of determination; and (B) the amount of the Indebtedness of the other Person.

Limitation on Indebtedness. Each Credit Party will The Company and each Guarantor shall not, and will shall not permit any of its respective Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become directly or indirectly liable, contingently or otherwise remain liable with respect to to, any Indebtedness, except for:(collectively, "Permitted Indebtedness"): (a) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness incurred pursuant to the First Lien Credit Agreement; (c) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.8; (d) Non-Recourse Debt not to exceed $25,000,000 in an aggregate principal amount at any time outstanding; (e) Indebtedness consisting of gas imbalances or obligations in respect of take or pay or other prepayments not exceeding the amount specified in Section 6.12; (f) Indebtedness in respect of Derivative Contracts permitted under Section 8.10; (g) guarantees by the Company and the Guarantors in respect of Indebtedness of the Company and such Guarantors otherwise permitted hereunder; provided, however, that if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations; (bh) Indebtedness representing deferred compensation of (i) of any Loan Party owing to directorsany other Loan Party, officers and employees of Holdings or (ii) any Subsidiary thereof incurred that is not a Loan Party owing to (A) any Subsidiary that is not a Loan Party or (B) a Loan Party in the ordinary course respect of businessan investment permitted under Section 8.4(i); (ci) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party (other than for borrowed money, purchase money Indebtedness or obligations with respect to Capital Leases) subject to Liens permitted under Section 8.1; (j) Capital Leases and its Subsidiaries and consistent with past practice purchase money obligations (including obligations in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods mortgage, industrial revenue bond, industrial development bond, and services which are not overdue for a period of more than ninety (90similar financings) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition purchase, repair or improvement of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of and any Credit Party and its Subsidiaries (Permitted Refinancing thereof; provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); providedhowever, that the aggregate amount of all Indebtedness at any one time outstanding pursuant to this clause described in Sections 8.5(j), (dl), (m) and (n) shall not exceed $12,500,000; (k) Indebtedness incurred by the Company or its Subsidiaries in a Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; provided, however, that the aggregate amount of all Indebtedness at any one time outstanding described in Sections 8.5(j), (l), (m) and (n) shall not exceed $12,500,000; (m) Indebtedness consisting of the financing of insurance premiums; provided, however, that the aggregate amount of all Indebtedness at any one time outstanding described in Sections 8.5(j), (l), (m) and (n) shall not exceed $12,500,000; or (n) in addition to the Indebtedness otherwise permitted under this Section 8.5, Indebtedness described in the definition thereof of the Loan Parties not to exceed at any time exceed outstanding, together with Indebtedness outstanding at such time described in Sections 8.5(j), (l) or (m), $5,000,000;12,500,000 in aggregate principal amount.

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will shall not suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forexcept: (a) Indebtedness in respect of the ObligationsBorrower represented by the Senior Notes and any refinancing thereof so long as such refinancing does not increase the principal amount thereof and is on terms no less favorable to the Borrower, and to the rights of the Administrative Agent and the Lenders hereunder, than those contained on the Closing Date in the Senior Notes and the documentation relating thereto; (b) Indebtedness representing deferred compensation Funded Debt which is unsecured and is incurred by the Borrower to directorsfinance the making of capital improvements, officers expansions and employees additions to the Borrower’s property (including Timberlands), plant and equipment, provided that the aggregate outstanding principal amount of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Funded Debt shall at no time exceed $50,000,000; (c) unsecured Indebtedness of any Restricted Subsidiary owing to the Borrower or to a Restricted Subsidiary; (d) Indebtedness incurred by the Borrower pursuant to a bank credit facility which is unsecured or is secured by Liens permitted by Section 7.01(h), not in excess of an aggregate principal amount of $50,000,000 at any time outstanding, provided that the Borrower shall not suffer to exist any Indebtedness permitted by this subsection (d) on any day unless there shall have been a period of at least 45 consecutive days within the 12 months immediately preceding such day during which the Borrower shall have been free from all Indebtedness permitted by this subsection (d); (e) Indebtedness represented by the Mortgage Note Guarantee in an amount not greater than $76,425,000 at any time, and any refinancing thereof so long as such refinancing does not increase the principal amount thereof and is on terms no less favorable to the Borrower, and to the rights of the Administrative Agent and the Lenders hereunder, than those contained on the Closing Date in the Mortgage Note Guarantee and the documentation relating thereto; (f) the Borrower’s guarantee of obligations incurred by the Facilities Subsidiary pursuant to the Facilities Subsidiary’s Revolving Credit Facility (and any extension, renewal, refunding or refinancing thereof permitted by clause (iv) of paragraph 6B(2) of the Mortgage Note Agreement), provided that the aggregate outstanding principal amount of such Indebtedness shall at no time exceed $20,000,000, and providedfurther that such guarantee shall be subordinated to the 1989 Notes by subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreement; (g) the Borrower’s guarantee of Funded Debt (and related obligations not constituting Indebtedness) incurred by the Facilities Subsidiary to finance the making of capital improvements, expansions and additions to the Facilities Subsidiaries’ Properties pursuant to the Facilities Subsidiary’s Facility, provided that such guarantee shall be subordinated to the 1989 Notes by subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreement, and provided, further, that the aggregate outstanding principal amount of such Funded Debt shall at no time exceed $20,000,000; (h) Funded Debt of the Borrower or any Restricted Subsidiary secured by a Lien permitted by Section 7.01(g), provided that immediately after the acquisition of the Property subject to such Lien or upon which such Lien is placed (or, if later, the incurrence of the Indebtedness secured by such Lien), the Borrower could incur at least $1 of additional Funded Debt pursuant to subsection (i) of this Section 7.05; (i) Funded Debt of the Borrower (other than Funded Debt owing to a Restricted Subsidiary) in addition to that otherwise permitted by the foregoing subsections of this Section 7.05, including guarantees of Indebtedness to the extent permitted by Section 7.04 and not otherwise permitted by the foregoing subsections of this Section 7.05, provided that, on the date the Borrower becomes liable with respect to any such additional Funded Debt and immediately after giving effect thereto and to the concurrent retirement of any other Funded Debt, the ratio of Pro Forma Free Cash Flow to Maximum Pro Forma Annual Interest Charges is not less than 2.25 to 1.00; (j) from and after the time that the Facilities Subsidiary becomes a Restricted Subsidiary, Indebtedness incurred by the Facilities Subsidiary pursuant to the Facilities Subsidiary’s Revolving Credit Facility (and any extension, renewal, refunding or refinancing thereof, including any refunding or refinancing in an amount in excess of the principal amount then outstanding under the Facilities Subsidiary’s Revolving Credit Facility) or any other Indebtedness incurred by the Facilities Subsidiary pursuant to a bank credit facility which is unsecured or is secured by Liens permitted by Section 7.01(i), not in excess of an aggregate principal amount of $20,000,000 at any time outstanding, provided that to the extent that the Facilities Subsidiary is a Restricted Subsidiary, the Facilities Subsidiary shall not suffer to exist any Indebtedness permitted by this subsection (j) on any day unless there shall have been a period of at least 45 consecutive days within the 12 months immediately preceding such day during which the Facilities Subsidiary shall have been free from all Indebtedness permitted by this subsection (j); (k) from and after the time that the Facilities Subsidiary or any Designated Immaterial Subsidiary becomes a Restricted Subsidiary, Indebtedness of the Facilities Subsidiary or any such Designated Immaterial Subsidiary outstanding at the time the Facilities Subsidiary or such Designated Immaterial Subsidiary becomes a Restricted Subsidiary, provided that (i) immediately after the Facilities Subsidiary or any such Designated Immaterial Subsidiary becomes a Restricted Subsidiary, the Borrower could incur at least $1 of additional Funded Debt pursuant to subsection (i) of this Section 7.05 (the Facilities Subsidiary or any such Designated Immaterial Subsidiary shall be deemed to be a Restricted Subsidiary for the four consecutive fiscal quarters immediately prior to its becoming a Restricted Subsidiary for purposes of determining Pro Forma Free Cash Flow), and (ii) the aggregate amount (without duplication) of such Indebtedness and all other Indebtedness, in each case, secured by Liens permitted by Section 7.01(g) does not violate clause (iv) to the proviso to such Section 7.01(g); (l) Indebtedness of the Borrower representing the Swap Termination Value of Swap Contracts entered into in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofbona fide hedging transactions; (dm) Indebtedness of Plum Creek Southern evidenced by the Plum Creek Southern Timber Assumption Agreement; (in) evidencing Indebtedness of Plum Creek South Central evidenced by the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries Plum Creek South Central Assumption Agreement; and (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyo) or to construct or improve any fixed or capital assets Indebtedness of any Credit Party and its Subsidiaries (provided, that such Restricted Subsidiary evidenced by an assumption or guarantee of Indebtedness is incurred within ninety (90) days of the acquisition Borrower or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, another Restricted Subsidiary that the aggregate amount of all Indebtedness outstanding is otherwise permitted pursuant to this clause (d) shall not at any time exceed $5,000,000;Section 7.05.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries or any Licensed Insurance Entity to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: : (a) Indebtedness in respect of the Obligations; ; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date (other than the Convertible Senior Notes) which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; and, Permitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services services, which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; ; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety (90) days of the after such acquisition or completion of construction or improvement of such property) equipment, and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;2,000,000; (e) intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; 86

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing (i) evidencing the deferred compensation purchase price of newly acquired equipment or incurred to directorsfinance the acquisition of equipment of such Credit Party (pursuant to purchase money security arrangements or otherwise, officers and employees of Holdings whether owed to the seller or any Subsidiary thereof incurred a third party) used in the ordinary course of businessbusiness of such Credit Party (provided that such Indebtedness is incurred within 60 days of the acquisition of such property), or (ii) evidenced by Capitalized Leases into which such Credit Party enters for the acquisition of equipment used in the ordinary course of business of such Credit Party; provided that the aggregate outstanding principal amount of such Indebtedness under clauses (i) and (ii) of this clause (b) and clause (n) below shall not exceed $7,500,000 at any time, and provided, further, that Lenders shall have the right, but not an obligation, to advance all of such Indebtedness on substantially the same terms and conditions proposed to the applicable Credit Party or Subsidiary by any other Person within seven Business Days of receipt from such Credit Party or Subsidiary of a copy of the bona fide term sheet or offer of lease for such Indebtedness; (c) Indebtedness existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01; (d) Indebtedness in connection with any sale-leaseback transaction permitted by Section 9.09; (e) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (df) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder of any Credit Party (other than Indebtedness described in clauses (m) and, (n) and, solely as provided therein, clause (r)below); (g) non-recourse Indebtedness incurred by any Borrower or any Subsidiary to finance the payment of insurance premiums; provided, however, that such Indebtedness may be recourse if such Borrower or Subsidiary cannot obtain the applicable insurance premium financing for insurance that is in compliance with Section 8.03 with commercially reasonable terms on a non-recourse basis; (h) intercompany Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such between any Credit Party and its Subsidiaries Parties, (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyii) or to construct or improve any fixed or capital assets of by any Credit Party and its Subsidiaries (providedowing to any Subsidiary that is not a Credit Party, that so long as such Indebtedness is incurred within ninety evidenced by a note which is pledged to Collateral Agent and is subject to a subordination agreement (90or evidenced by a note which includes subordination terms) days of the acquisition or completion of construction or improvement of such propertyin form and substance satisfactory to Collateral Agent, (iii) between any Subsidiaries that are not Credit Parties, and (iiiv) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); providedby any Subsidiary that is not a Credit Party owing to any Credit Party in an aggregate amount not to exceed, that when combined with the aggregate amount of all Indebtedness outstanding Investments made pursuant to this clause Section 9.05(d), $500,000; (di) shall not at any time exceed $5,000,000the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business;

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Restatement Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice or Subsidiary in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles IFRS have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries or Subsidiary (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries or Subsidiary (provided, provided that such Indebtedness is incurred within ninety sixty (9060) days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities shall not exceed $1,000,000 in the aggregate at any one time outstanding; (e) Guarantee Obligations incurred by any Credit Party or Subsidiary in respect of Indebtedness incurred by any Credit Party after the Restatement Date (except for Indebtedness incurred under clauses (g), (n), (o), (p), (v) and Permitted Refinancings (w) of this Section 9.01) to the extent such Indebtedness so guaranteed is permitted hereunder; provided that with respect to any Indebtedness that is required to be subordinated to the Obligations, Guarantee Obligations of such subordinated Indebtedness under this clause shall also be subordinated to the Obligations on substantially the same terms as such subordinated Indebtedness and; (d); provided, that the aggregate amount of all Indebtedness outstanding f) Hedging Obligations permitted pursuant to this clause Section 9.11; (dg) shall not at unsecured Indebtedness of (i) any time exceed $5,000,000;Credit Party owing to any other Credit Party,

Limitation on Indebtedness. Each Credit Party Borrower will not, and it will not cause or permit any of its Subsidiaries to, incur or be obligated on any Indebtedness, either directly or indirectly, createby way of Guarantee, incursuretyship or otherwise, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forother than: (ai) the Borrower's Obligations to the Agent and the Banks; (ii) the Swing Loans from Mercantile; (iii) Indebtedness existing as of the date hereof and listed on Schedule 10.10 attached hereto and Indebtedness relating to the employee benefit plans listed on Schedule 10.6; (iv) the Indebtedness evidenced by the Senior Unsecured Notes in an aggregate principal amount of up to $160,000,000.00; (v) Indebtedness described in clause (b) of the defined term Restricted Investment of this Agreement; (vi) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the (vii) Indebtedness in respect of judgments or awards that have been in force for less than the Obligationsapplicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Borrower or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and an appeal bond or other bond in the full amount of such judgment or award shall have been obtained by Borrower of such Subsidiary with respect thereto; (bviii) Indebtedness representing deferred compensation to directors, officers and employees current liabilities of Holdings Borrower or any Subsidiary thereof of Borrower incurred in the ordinary course of business not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (ix) endorsements for collection, deposits or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cx) unsecured Indebtedness incurred in respect of performance, surety or appeal bonds obtained in the ordinary course of Borrower's business and in connection with transactions in the ordinary course of Borrower's business; (xi) Indebtedness under commodity price swaps, commodity price caps and commodity price collar and floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in commodity prices with respect to agricultural commodities bought and consumed in the ordinary course of business of such Credit Party Borrower and its Subsidiaries in amounts and on terms consistent with past practice industry standard practices for hedging such future commodities requirements of Borrower and its Subsidiaries; (xii) Indebtedness referred to in respect Section 11.2 (i)(v), and noncash distributions of open accounts extended interest thereon in the form of additional debentures; (xiii) Indebtedness for declared and unpaid Distributions on Borrower's stock to the extent permitted under Section 11.2(i); (xiv) Indebtedness not otherwise permitted by suppliers on normal trade terms this Section 11.2(a) in an amount not to exceed $10,000,000.00 in the aggregate at any one time outstanding for Borrower and all Subsidiaries of Borrower, provided that if (xv) in addition to any amounts permitted under clause (xiv) above, purchase money indebtedness (including in connection with purchases industrial revenue bond financings) incurred after May 1, 1997 in an amount not to exceed $10,000,000.00 in the aggregate at any one time outstanding for Borrower and all Subsidiaries of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d)Borrower; provided, that if any portion of such Indebtedness is borrowed from an Unrestricted Subsidiary, it shall be subordinated in writing to the aggregate amount payment of all Borrower's Obligations in form and substance satisfactory to the Required Banks; and (xvi) Indebtedness outstanding pursuant under any interest rate swaps, interest rate caps and other interest rate collar and hedge agreements (including any agreements to this clause (d) shall not at any time exceed $5,000,000;finance the same).

Limitation on Indebtedness. Each Credit Party will The Company shall not, and will shall not suffer or permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsincurred pursuant to this Agreement; (b) Indebtedness representing deferred compensation consisting of Contingent Obligations permitted pursuant to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessSection 8.9; (c) unsecured Indebtedness owing to any Governmental Authority or any Person who ships goods over the Company's or any Restricted Subsidiary's rail lines or related assets which was incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are any project to improve the Company's or any Restricted Subsidiary's rail lines or related assets not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves exceed $50,000,000 in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofaggregate at any one time outstanding; (d) Indebtedness secured by Liens permitted by subsection 8.1(i) (if the Company or any Restricted Subsidiary has personal liability with respect thereto) and subsection 8.1(j), Indebtedness under Capital Leases and Indebtedness of the type permitted pursuant to subsection 8.5(c) in addition to the amount permitted by such subsection in an aggregate amount outstanding for all such types of Indebtedness not exceeding 15% of Net Tangible Assets (excluding for the purpose of this subsection 8.5(d) all assets which are subject to Indebtedness permitted by Subsection 8.5(g)); (e) Indebtedness of Restricted Subsidiaries to the Company; (f) unsecured Indebtedness of the Company provided that no Default or Event of Default exists at the time of or would result from the incurrence of such Indebtedness; (g) Indebtedness secured by Liens permitted by subsection 8.1 (i) evidencing if neither the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve Company nor any fixed or capital assets of Restricted Subsidiary has any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d)personal liability with respect thereto; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;and

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) (i) Indebtedness in respect of the ObligationsObligations and (ii) Indebtedness identified in Schedule 10.01 and Permitted Refinancings of any such Indebtedness under this clause (ii); (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings the Borrower or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct construct, replace or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that (x) with respect to any acquisition, replacement or completion of construction or improvement of such property which occurs prior to June 30, 2021, such Indebtedness is incurred within ninety (9090three hundred (300) days of such acquisition, replacement or completion of construction or improvement of such property and (y) any other Indebtedness incurred pursuant to this clause (d) is incurred within one hundred twenty (120) days of the acquisition acquisition, replacement or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,00040,000,000;50,000,000; provided further that the aggregate amount of all Indebtedness outstanding pursuant to Section 10.01(d)(x) shall not at any time exceed $20,000,000;

Limitation on Indebtedness. Each Credit Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers existing as of the Closing Date which is identified with particularity (including amount) in Schedule 7.25 and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing thereof; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Loan Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any Credit Party and its Subsidiaries (provided, business of such Loan Party; provided that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property, and (ii) consisting of Capitalized Lease Obligations, in an aggregate amount for clause (i) and (ii) Capitalized Lease liabilities not to exceed $30,000,000 at any time outstanding and, in each case, any Permitted Refinancing thereof; (d) Guaranty Obligations of a Loan Party in respect of Indebtedness of a Loan Party otherwise permitted hereunder, and Permitted Refinancings Guaranty Obligations of a Subsidiary of a Loan Party in respect of Indebtedness of a Loan Party; (e) non-recourse Indebtedness incurred by the Loan Parties to finance the payment of insurance premiums of such Person; (f) Indebtedness under this clause owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Loan Parties incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (d)g) Indebtedness consisting of unsecured intercompany loans and advances made by or among any Loan Parties; provided, provided that the (x) at any time that such Indebtedness in an aggregate amount in excess of $100,000 is outstanding, each Loan Party shall have executed and delivered to each other Loan Party one or more demand notes (collectively, the “Intercompany Notes”) to evidence all such intercompany Indebtedness outstanding owing at any time by such Loan Party to such other Loan Party, which Intercompany Notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged and delivered to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations, (y) each Loan Party shall record all intercompany transactions on its books and records in a manner satisfactory to the Administrative Agent and (z) the obligations of each Loan Party under all Intercompany Notes shall be subject to the Subordination Requirements; (h) Indebtedness of any Loan Party under Credit Facilities (including reimbursement obligations with regard to letters of credit) incurred pursuant to this clause (dh) shall not in an aggregate amount at any time outstanding not to exceed the sum of (i) $150,000,000 plus (ii) the principal amount of Credit Facilities (and any Permitted Refinancing thereof) which are incurred substantially concurrently with, and for the sole purpose of, financing a repurchase of Term Loans pursuant to and in accordance with Section 12.06(b), in an aggregate principal amount not to exceed the principal amount of Term Loans so repurchased; provided that all Indebtedness incurred under this clause (h) shall at all times be subject to the Intercreditor Agreement or a replacement intercreditor agreement in substantially the same form or which is otherwise acceptable to the Required Lenders in their sole discretion; (i) unsecured Indebtedness (i) under the Indenture in an aggregate amount not to exceed (A) $500,000,000 minus (B) the aggregate principal amount of such Indebtedness that is repaid, repurchased, retired, settled, converted into Qualified Capital Stock, discharged or canceled after the Closing Date and (ii) constituting a Permitted Refinancing of the Indebtedness described in subclause (i) of this Section 9.01(i) (x) which is effected pursuant to a confirmed plan of reorganization in the Chapter 11 Cases, (y) which has terms which require no principal repayments of principal prior to the date that is six (6) months following the Maturity Date and (z) if such Indebtedness bears cash interest payable at any time prior to the date that is six (6) months following the Maturity Date, as to which the Borrower shall have delivered to the Administrative Agent projections, ranging in time from such Permitted Refinancing to the Maturity Date, prepared by the Borrower in good faith, demonstrating to the reasonable satisfaction of the Administrative Agent compliance through the period of such projections with the covenant described in Section 9.13(b); (j) other Indebtedness in an aggregate amount that does not exceed $5,000,0005,000,000 outstanding at any time; (k) obligations in respect of letters of credit in an aggregate face amount not to exceed $40,000,000 outstanding at any time; and (l) additional unsecured Indebtedness of any Loan Party in an aggregate amount not to exceed $50,000,000 outstanding at any time; provided that (w) the proceeds of such Indebtedness may be used solely for working capital or the liquidity of the Borrower and its Subsidiaries, and may not be used for the modification refinancing, refunding, renewal or extension of any Indebtedness existing at the time of the incurrence of the Indebtedness permitted pursuant to this clause (l), (x) the Indebtedness permitted pursuant to this clause (l) has terms which require no principal repayments of principal prior to the date that is six (6) months following the Maturity Date, (y) such Indebtedness shall not bear interest payable in cash at a rate in excess of 15% per annum and (z) at the time of incurrence of such Indebtedness pursuant to this clause (l), on a pro forma basis for such incurrence, the Secured Leverage Ratio shall not exceed 2.50:1.00.

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, guarantee or otherwise become directly or indirectly liable, contingently or otherwise liable with respect to any IndebtednessIndebtedness (including Acquired Debt) or any Synthetic Leases and the Borrower shall not issue any Disqualified Interests and shall not permit any of the Restricted Subsidiaries to issue any shares of preferred stock; provided, except for: however, that the Borrower and any Restricted Subsidiary of the Borrower may create, incur, issue, assume, suffer to exist, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness (aincluding Acquired Debt) or any Synthetic Lease to the extent that the Leverage Ratio is maintained in accordance with Section 7.12(a), both before and after giving effect to the incurrence of such Indebtedness or such Synthetic Lease, as the case may be, and, provided, further, that (x) the aggregate principal amount of (1) all Capitalized Lease Obligations and all Synthetic Lease Obligations (other than Capitalized Lease Obligations and Synthetic Lease Obligations in respect of Growth-Related Capital Expenditures) of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers Borrower and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Restricted Subsidiaries and consistent with past practice in respect (2) all Indebtedness for which the Borrower and any Restricted Subsidiary of open accounts extended by suppliers on normal trade terms the Borrower become liable in connection with purchases Acquisitions of goods and services which are not overdue for a period retail propane businesses in favor of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books sellers of such Credit Partybusinesses and secured by any Lien on any property of the Borrower or any of the Restricted Subsidiaries, but excluding shall not exceed $65,000,000 at any one time outstanding, and (y) the principal amount of any Indebtedness incurred through for which the borrowing Borrower or any Restricted Subsidiary of money or Contingent Liabilities the Borrower becomes liable in respect thereof; (d) Indebtedness (i) evidencing connection with Acquisitions of retail propane businesses in favor of the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment sellers of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to businesses shall not exceed the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days fair market value of the acquisition or completion of construction or improvement of such property) assets so acquired, and (iiz) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) of the Borrower and its Subsidiaries through one or more SPEs in connection with Accounts Receivable Securitizations shall not exceed $60,000,000 at any one time exceed $5,000,000;outstanding.

Limitation on Indebtedness. Each Credit Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business[reserved]; (c) unsecured Indebtedness incurred existing as of the Closing Date which is identified with particularity (including amount) in the ordinary course of business of such Credit Party Schedule 7.25 and its Subsidiaries which is not otherwise permitted by this Section 9.01, and consistent with past practice any Refinancing Indebtedness in respect of open accounts extended by suppliers on normal trade terms such Indebtedness; (d) Indebtedness in connection with purchases respect of goods and services which are not overdue for a period performance, surety or appeal bonds provided in the Ordinary Course of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit PartyBusiness, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (de) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Loan Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the Ordinary Course of any Credit Business of such Loan Party and its Subsidiaries (Subsidiaries; provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition or completion of construction or improvement of such property, and (ii) consisting of Capitalized Lease Obligations, in an aggregate amount for clause (i) and (ii), not to exceed $2,500,000 at any time outstanding; (f) Capitalized Lease liabilities Guaranty Obligations of a Loan Party in respect of Indebtedness of a Loan Party otherwise permitted hereunder, and Permitted Refinancings Guaranty Obligations of a Subsidiary of a Loan Party in respect of Indebtedness of a Loan Party or any Subsidiary of a Loan Party otherwise permitted hereunder; (g) Indebtedness in an aggregate amount not to exceed $250,000 at any time outstanding consisting of promissory notes issued by the Borrower or any Subsidiary to any stockholder of the Borrower or to future, present or former directors, officers, members of management, employees or consultants of the Borrower, the Borrower 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 Capital Stock of the Borrower permitted by Section 9.06; (h) non-recourse Indebtedness incurred by the Borrower or any of its Subsidiaries to finance the payment of insurance premiums of such Person; (i) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any of its Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (j) unsecured Indebtedness consisting of intercompany loans and advances made by or among any Loan Parties; provided that: (x) in the case of any Indebtedness of any Subsidiary that is not a Loan Party owing to any Loan Party, solely to the extent the related Investment shall be permitted under Section 9.05; (y) any Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be documented in the form of one or more notes (collectively, the “Intercompany Notes”) to evidence all such intercompany Indebtedness owing at any time by such non-Loan Party to such other Loan Party, which Intercompany Notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged and delivered to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; and (z) the obligations of each Subsidiary that is not a Loan Party under all Intercompany Notes shall be subordinated in right of payment to the Obligations hereunder in a manner satisfactory to the Administrative Agent; (k) non-recourse Indebtedness incurred in the Ordinary Course of Business by the Borrower or any of its Subsidiaries to finance the payment of insurance premiums of such Person, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance premiums; (l) Indebtedness owed in the Ordinary Course of Business to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any of its Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (m) to the extent constituting Indebtedness, contingent obligations arising under this clause 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 Borrower or any other Loan Party; (d)n) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; provided, that the aggregate amount of all any Indebtedness outstanding permitted pursuant to this clause (dn) shall not consist of, or be evidenced by, promissory notes or other instruments or agreements evidencing debt for borrowed money; (o) 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; (p) 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 Borrower and its Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time; (q) Indebtedness in respect of repurchase agreements constituting Cash Equivalents; (r) cash management obligations and Indebtedness incurred by the Borrower or any 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 Borrower and its Subsidiaries, and deposit accounts; (s) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; 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; (t) to the extent constituting Indebtedness, Guarantees in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (u) customer deposits and advance payments received in the Ordinary Course of Business from customers for goods and services purchased in the Ordinary Course of Business; (v) Indebtedness arising in connection with Hedging Agreements entered into in the Ordinary Course of Business (and not for speculative purposes) (a) to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or potential exposure (other than those in respect of Capital Stock of the Borrower or any of its Subsidiaries), including to hedge or mitigate foreign currency and commodity price risks and (b) 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 of the Borrower or any Subsidiary; and (w) other Indebtedness not to exceed $5,000,000 in the aggregate at any time exceed $5,000,000;outstanding; provided, that if such Indebtedness is Funded Debt, such Indebtedness shall rank junior in priority to the Liens securing the Obligations.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, except with respect to directorsthe Existing Notes, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, replacement or construction of equipment any property of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition after such acquisition, replacement or completion of construction or improvement of such property) , and (ii) Capitalized Lease liabilities and Permitted Refinancings Liabilities, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,500,000; (e) Intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; (h) Hedging Obligations not prohibited by Section 9.11; (i) Second Lien Indebtedness in an aggregate principal amount not to exceed the Second Lien Cap Amount (as defined in the Intercreditor Agreement); (j) unsecured Indebtedness arising in connection with Permitted Acquisitions (including, without limitation, seller notes and earnouts) incurred after the PIK Termination Date, provided, that (i) the maximum amount of Indebtedness shall not exceed $25,000,000 in the aggregate or represent more than twenty percent (20%) of the purchase price for any Permitted Acquisition, (ii) all such Indebtedness shall be subordinated in right of payment to the Obligations and Second Lien Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent and Second Lien Agent, and (iii) the Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Permitted Acquisition shall not exceed 4.50:1.00; (k) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (l) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $2,000,000 and Permitted Refinancings thereof; and (n) other unsecured Indebtedness not to exceed $1,000,000 at any time outstanding.

Limitation on Indebtedness. Each Credit Party will notCreate, and will not permit incur, assume or suffer to exist any Indebtedness (including any Indebtedness of any of its Subsidiaries toSubsidiaries), directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (ai) Indebtedness in respect of Satellite under this Agreement and (ii) the ObligationsSenior Indebtedness; (b) Indebtedness representing deferred compensation of Satellite to directors, officers any of its Subsidiaries and employees of Holdings any Subsidiary of Satellite to Satellite or any Subsidiary thereof other Subsidiary; (c) Indebtedness, whether secured or unsecured, of Satellite and any of its Subsidiaries incurred to finance (whether pursuant to a loan or otherwise) the acquisition or refinancing of fixed or capital assets, including but not limited to the facility owned by Iridium North America LLC as of the date hereof, provided that such Indebtedness is (x) incurred substantially simultaneously with such acquisition or in connection with a refinancing thereof, (y) is secured by no assets other than the fixed or capital assets so financed, and (z) except as provided in clause (y), is otherwise expressly subordinated to the Obligations; (d) to the extent that any Guarantee Obligation permitted under Section 7.3 constitutes Indebtedness, such Indebtedness; (e) Indebtedness of Satellite or any of its Subsidiaries incurred to finance insurance premiums in the ordinary course of business; (f) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (g) Indebtedness of Satellite or any of its Subsidiaries described in clause (c), (d) unsecured Indebtedness or (e) of the definition of “Indebtedness” incurred in the ordinary course of business that is not secured by a Lien on any property of such Credit Party and Satellite or any of its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms Subsidiaries; (h) Indebtedness incurred in connection with purchases letters of goods and services which are not overdue for a period credit furnished by Satellite or any of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves its Subsidiaries in conformity with the Accounting Principles have been established on the books ordinary course of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof;business; and (d) Indebtedness (i) evidencing Indebtedness in the deferred purchase price form of newly acquired property revolving lines of credit from one or incurred more institutional lenders to finance provide for Satellite’s working capital needs in an amount not to exceed $10,000,000 in the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgagesaggregate, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such which Indebtedness is incurred within ninety (90) days not secured by any Lien on any property of the acquisition Satellite or completion any of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;its Subsidiaries.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessand, Permitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services services, which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety (90) days of the after such acquisition or completion of construction or improvement of such property) equipment, and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,00010,000,000; (e) intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Hedging Obligations not prohibited by Section 9.11; (h) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (i) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (j) [reserved]; (k) [reserved]; (l) Indebtedness under the Zions Loan Documents (or any Permitted Refinancing Indebtedness thereof); provided that, (i) the aggregate outstanding principal amount of such Indebtedness does not exceed $16,000,000 at any time and (ii) the Liens securing such Indebtedness are limited to those permitted by section 9.02(n); (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $3,000,000 in the aggregate principal amount, and Permitted Refinancing Indebtedness thereof; (n) Guarantee Obligations of any Credit Party and its Subsidiaries in respect of Indebtedness otherwise permitted hereunder or other obligations not prohibited hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; and (o) other (i) unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding and (ii) secured or unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (p) the Existing Earnout; (q) Indebtedness of the type set forth in Section 9.01(d) of a Person whose assets or Capital Stock are acquired by a Credit Party or any of its Subsidiaries in a Permitted Acquisition so long as (i) such Indebtedness was in existence prior to the date of such acquisition and was not incurred in connection with, or in contemplation of, such acquisition, (ii) no Credit Party (other than such Person so acquired in such acquisition or any other Person that such Person merges with or that acquires the assets of such Person in connection with such acquisition) shall have any liability or other obligation with respect to such Indebtedness, (iii) if such Indebtedness is secured, no Lien thereon shall extend to or cover any other assets other than the property or equipment acquired in such acquisition (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or attach to any other property of any Credit Party and (iv) the aggregate outstanding principal amount of such Indebtedness does not exceed $10,000,000 at any time; (r) Indebtedness consisting of promissory notes issued by any Credit Party or Subsidiary to former employees, officers, former officers, directors, and former directors (or any spouses, ex-spouses, beneficiaries, or estates of any of the foregoing) of any Credit Party or any Subsidiary issued to purchase or redeem Capital Stock of Administrative Borrower (“Shareholder Redemption Notes”) issued in lieu of Restricted Payments permitted under Section 9.06(k);

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessand, Permitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services services, which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety (90) days of the after such acquisition or completion of construction or improvement of such property) equipment, and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,500,000; (e) intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Hedging Obligations not prohibited by Section 9.11; (h) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (i) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (j) [reserved]; (k) [reserved]; (l) [reserved]; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $750,000 in the aggregate principal amount, and Permitted Refinancing Indebtedness thereof; (n) Guarantee Obligations of any Credit Party and its Subsidiaries in respect of Indebtedness otherwise permitted hereunder or other obligations not prohibited hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; and (o) other unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000 any time outstanding; (p) [reserved]; (q) Indebtedness of the type set forth in Section 9.01(d) of a Person whose assets or Capital Stock are acquired by a Credit Party or any of its Subsidiaries in a Permitted Acquisition so long as (i) such Indebtedness was in existence prior to the date of such acquisition and was not incurred in connection with, or in contemplation of, such acquisition, (ii) no Credit Party (other than such Person so acquired in such acquisition or any other Person that such Person merges with or that acquires the assets of such Person in connection with such acquisition) shall have any liability or other obligation with respect to such Indebtedness, (iii) if such Indebtedness is secured, no Lien thereon shall extend to or cover any other assets other than the property or equipment acquired in such acquisition (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or attach to any other property of any Credit Party and (iv) the aggregate outstanding principal amount of such Indebtedness does not exceed $5,000,000 at any time; (r) Indebtedness consisting of promissory notes issued by any Credit Party or Subsidiary to former employees, officers, former officers, directors, and former directors (or any spouses, ex-spouses, beneficiaries, or estates of any of the foregoing) of any Credit Party or any Subsidiary issued to purchase or redeem Capital Stock of Administrative Borrower (“Shareholder Redemption Notes”) issued in lieu of Restricted Payments permitted under Section 9.06(k); (s) Indebtedness (x) 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, (y) in respect of netting services, overdraft protection and other similar arrangements in connection with deposit or securities accounts in the ordinary course of business and (z) incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services, in each case, incurred in the ordinary course of business; (t) endorsement of negotiable instruments for deposit in the ordinary course of business; (u) unsecured contingent liabilities arising with respect to customary indemnification provisions or deferred purchase price adjustments in connection with any Investment permitted hereunder or in connection with any asset sale or other dispositions permitted hereunder; (v) Indebtedness in respect of (x) workers’ compensation claims and self-insurance obligations (in each case other than for or constituting an obligation for money borrowed), including guarantees or obligations of the Borrowers and their respective Subsidiaries with respect to letters of credit supporting such workers’ compensation claims and/or self-insurance obligations and (y) bankers’ acceptances, bank guarantees, letters of credit and bid, performance, surety bonds or similar instruments issued for the account of the Borrowers and their respective Subsidiaries in the ordinary course of business, including guarantees or obligations of any such Person with respect to bankers’ acceptances and bid, performance or surety and appeals obligations; (w) to the extent constituting Indebtedness, deferred compensation to employees, former employees, officers, former officers, directors, former directors, consultants (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in the ordinary course of business or in connection with Permitted Acquisitions or other Investments permitted hereunder; (x) unsecured earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations of any Credit Party (and, with respect to seller notes only, to the extent subordinated to the Obligations on terms and conditions reasonably satisfactory to the Agents); and (y) all reasonable and customary premiums (if any), interest, fees, expenses, charges on the obligations described in paragraphs (a) through (x) above.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing (i) evidencing the deferred compensation purchase price of newly acquired equipment or incurred to directorsfinance the acquisition of equipment of such Credit Party (pursuant to purchase money security arrangements or otherwise, officers and employees of Holdings whether owed to the seller or any Subsidiary thereof incurred a third party) used in the ordinary course of businessbusiness of such Credit Party (provided that such Indebtedness is incurred within 60 days of the acquisition of such property), or (ii) evidenced by Capitalized Leases into which such Credit Party enters for the acquisition of equipment used in the ordinary course of business of such Credit Party; provided that the aggregate outstanding principal amount of such Indebtedness under clauses (i) and (ii) of this clause (b) and clause (n) below shall not exceed $7,500,000 at any time, and provided, further, that Lenders shall have the right, but not an obligation, to advance all of such Indebtedness on substantially the same terms and conditions proposed to the applicable Credit Party or Subsidiary by any other Person within seven Business Days of receipt from such Credit Party or Subsidiary of a copy of the bona fide term sheet or offer of lease for such Indebtedness; (c) Indebtedness existing as of the Closing Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01; (d) Indebtedness in connection with any sale-leaseback transaction permitted by (e) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (df) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder of any Credit Party (other than Indebtedness described in clauses (m) and (n) below); (g) non-recourse Indebtedness incurred by any Borrower or any Subsidiary to finance the payment of insurance premiums; provided, however, that such Indebtedness may be recourse if such Borrower or Subsidiary cannot obtain the applicable insurance premium financing for insurance that is in compliance with Section 8.03 with commercially reasonable terms on a non-recourse basis; (h) intercompany Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such between any Credit Party and its Subsidiaries Parties, (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyii) or to construct or improve any fixed or capital assets of by any Credit Party and its Subsidiaries (providedowing to any Subsidiary that is not a Credit Party, that so long as such Indebtedness is evidenced by a note which is pledged to Collateral Agent and is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in form and substance satisfactory to Collateral Agent, (iii) between any Subsidiaries that are not Credit Parties, and (iv) by any Subsidiary that is not a Credit Party owing to any Credit Party in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 9.05(d), $500,000; (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred within ninety in the ordinary course of business; (90k) days Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Borrower or any Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person, in each case, in the ordinary course of business; (l) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued in the acquisition ordinary course of business in an aggregate amount not to exceed (i) $10,000,000 in respect of each such surety bond, performance bond and similar instrument or completion (ii) $25,000,000 in respect of construction all such surety bonds, performance bonds and similar instruments in the aggregate; and (m) Indebtedness relating to Judgments, including appeal bonds, or improvement awards not constituting an Event of Default under Section 10.01(g); (n) other Indebtedness incurred by Parent or Vireo Health in an aggregate outstanding amount not to exceed $7,500,000 at any time, so long as (i) unless such property) Indebtedness is being incurred to repay the Obligations, no Financial Covenant Event of Default exists and (ii) Capitalized Lease liabilities and Permitted Refinancings such Indebtedness is unsecured; provided that the aggregate outstanding principal amount of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;clause

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable(in each case, contingently or otherwise with respect to "Incur") any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsany Loan Party pursuant to any Loan Document or any Additional Loan Document; (b) Indebtedness representing deferred compensation of the Borrower to directors, officers any Subsidiary and employees of Holdings any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary thereof incurred in the ordinary course existing as of businessSeptember 10, 1997; (c) unsecured Indebtedness incurred outstanding on September 10, 1997 and listed on Schedule 7.2(e) hereof and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof); (d) Guarantees in existence as of April 1, 1998 and made in the ordinary course of business by the Borrower or any of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases obligations of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofany Wholly Owned Subsidiary Guarantor; (de) Intentionally deleted. (f) Unsecured Indebtedness fully subordinated to the Lenders' Loans on terms satisfactory to the Lenders and subject to an intercreditor agreement that (i) evidencing will confirm the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment subordination of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed on terms satisfactory to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (providedLenders, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings will prohibit the holder of such Indebtedness from declaring a default under this clause such Indebtedness, accelerating such Indebtedness, receiving any payments on account of such Indebtedness or initiating any action to recover such Indebtedness, until all the obligations of the Borrower to the Lenders have been paid in full, including without limitation, fees, interest, principal and expenses and (d); provided, that iii) otherwise has terms no more favorable to such lender than the aggregate amount Picower Agreement and the Third Party Contribution. (g) Unsecured Indebtedness to vendors for the purchase of all Indebtedness outstanding pursuant to this clause (d) shall not at inventory incurred by the Borrower and any time exceed $5,000,000;Subsidiary in the ordinary course of business on customary terms."

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date which is identified on Part A of Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that shall not exceed $6,000,000 in the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any one time exceed $5,000,000outstanding; (e) [Reserved];

Limitation on Indebtedness. Each Credit Party will (a) The Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to create, incur, issue, assume, guarantee, suffer to exist guarantee or otherwise in any manner become directly or indirectly liableliable for the payment of, contingently or otherwise incur (collectively, "INCUR"), any Indebtedness (including any Acquired Indebtedness) other than Permitted Indebtedness, except that any of Parent or the Subsidiary Guarantors may incur Indebtedness (except, with respect to any Indebtednessthe Subsidiary Guarantors, except for: (aPublic Debt) and Parent and the Restricted Subsidiaries may incur Acquired Indebtedness in respect of if, at the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business time of such Credit Party and its Subsidiaries and consistent with past practice in respect incurrence the Consolidated Indebtedness to Annualized Consolidated Operating Cash Flow Ratio of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles Parent would have been established on greater than 0 and less than or equal to 4.5 to 1.0. In making the books of such Credit Partyforegoing calculation, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness pro forma effect shall be given to: (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment incurrence of such Credit Party Indebtedness and its Subsidiaries (pursuant if applicable) the application of the net proceeds therefrom, including to purchase money mortgagesrefinance other Indebtedness, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that as if such Indebtedness is incurred within ninety (90) days was incurred, and the application of such proceeds occurred, on the first day of the acquisition or completion latest fiscal quarter for which consolidated financial statements of construction or improvement Parent are available immediately preceding the date of the incurrence of such property) and Indebtedness; (ii) Capitalized Lease liabilities the incurrence, repayment or retirement of any other Indebtedness by Parent and Permitted Refinancings its Restricted Subsidiaries since the first day of such fiscal quarter as if such Indebtedness were incurred, repaid or retired on the first day of such fiscal quarter (except that, in making such calculation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness under this clause (dduring such fiscal quarter); providedand (iii) the acquisition (whether by purchase, that merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by Parent or its Restricted Subsidiaries, as the aggregate amount case may be, since the first day of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;such fiscal quarter, as if such acquisition or disposition occurred on the first day of such fiscal quarter.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness incurred by the Borrower or any other Credit Party that is (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness incurred by the Borrower or any other Credit Party (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) ), and (ii) constituting Capitalized Lease liabilities and Permitted Refinancings Obligations; provided that the principal amount of such Indebtedness under this clause clauses (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (di) shall not at any time exceed $5,000,000;and

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, except with respect to directorsany 2019 Convertible Notes, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, replacement or construction of equipment any property of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition after such acquisition, replacement or completion of construction or improvement of such property) , and (ii) Capitalized Lease liabilities and Permitted Refinancings Liabilities, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,500,000; (e) Intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; (h) Hedging Obligations not prohibited by Section 9.11; (i) Second Lien Indebtedness in an aggregate principal amount not to exceed the Second Lien Cap Amount (as defined in the Intercreditor Agreement); (j) unsecured Indebtedness arising in connection with Permitted Acquisitions (including, without limitation, seller notes and earnouts) incurred after the PIK Termination Date, provided, that (i) the maximum amount of Indebtedness shall not exceed $25,000,000 in the aggregate or represent more than twenty percent (20%) of the purchase price for any Permitted Acquisition, (ii) all such Indebtedness shall be subordinated in right of payment to the Obligations and Second Lien Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent and Second Lien Agent, and (iii) the Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Permitted Acquisition shall not exceed 4.50:1.00; (k) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (l) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $2,000,000 and Permitted Refinancings thereof; (n) other unsecured Indebtedness not to exceed $1,000,000 at any time outstanding; and (o) Indebtedness of the Credit Parties in respect of the 2▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Notes, in an amount not to exceed $806,173; (p) Third Lien Indebtedness, to the extent subject to the Third Lien Subordination Agreement; and (q) the unsecured loan funded to Teligent Pharma, Inc. by Quaint Oak Bank and deposited in a newly-opened segregated deposit account to be maintained by Teligent Pharma, Inc., into which all unsecured loan proceeds, and for purposes of clarification, no other funds, will be deposited, as is guaranteed under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)) as added by Section 1102 of the Coronavirus Aid, Relief, and Economic Security Act (Public Law 116-136), and all regulations and guidance issued by any Governmental Authority with respect thereto, as in effect from time to time constituting the Paycheck Protection Program, in an aggregate amount not to exceed $3,349,094.12.

Limitation on Indebtedness. Each Credit Party will (a) The Company shall not, and will shall not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, createIncur any Indebtedness (other than the Securities); provided, incurhowever, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any that the Company may Incur Indebtedness, except for: and the Company or any Subsidiary may Incur Acquired Indebtedness, if, at the time of such Incurrence, the Debt to Annualized Operating Cash Flow Ratio would be less than or equal to 5.5 to 1.0 on or prior to December 31, 2000, or less than or equal to 5.0 to 1.0 after December 31, 2000, in each case as determined on a pro forma basis (aincluding a pro forma application of net proceeds therefrom) as if such additional Indebtedness in respect had been Incurred at the beginning of the Obligations;applicable Measurement Period. (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 Incurrence by the Company or any of its Subsidiaries of Indebtedness representing deferred compensation (other than Acquired Indebtedness) consisting of Capital Lease Obligations, Purchase Money Obligations, mortgage financings or other obligations incurred for the purpose of financing all or any part of the purchase price, cost of construction or improvement of inventory, property, plant or equipment used or sold in connection with the Internet Service Business or a credit facility or a master lease arrangement entered into for the purpose of providing such financing, provided that such Indebtedness does not exceed the lesser of Fair Market Value or the purchase price of such inventory, property, plant or equipment at the time of such Incurrence; (ii) the Incurrence of Indebtedness of the Company or any of its Subsidiaries, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of such Indebtedness shall not exceed $35 million outstanding at any one time in the aggregate; (iii) the Incurrence by the Company of Indebtedness (other than secured Acquired Indebtedness) in an aggregate principal amount not to directors, officers and employees exceed 2.0 times the sum of Holdings the Net Cash Proceeds received by the Company after the date of this Indenture (other than from the issuance of Disqualified Stock) in connection with any Public Equity Offerings; provided that such Indebtedness does not mature prior to the Stated Maturity of the Securities or has an Average Life to Stated Maturity at least equal to the Securities; (iv) Indebtedness of the Company or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred Incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice (a) pursuant to Interest Rate Agreements designed to protect the Company or any Subsidiary against fluctuations in interest rates in respect of open accounts extended Indebtedness of the Company or any Subsidiary as long as the notional principal amount of such Interest Rate Agreements do not exceed the aggregate principal amount of such Indebtedness then outstanding, (b) under any Currency Hedging Arrangements designed to protect the Company or any Subsidiary against fluctuations in the value of any currency or (c) under any Commodity Price Protection Agreements designed to protect the Company or any Subsidiary against fluctuations in the price of any commodity; (v) the Incurrence by suppliers the Company or any of its Subsidiaries of Indebtedness in respect of bid, performance or advance payment bonds and appeal or surety bonds; (vi) Indebtedness existing on normal trade terms the date of this Indenture; (vii) the Incurrence of (a) Indebtedness of any Subsidiary owed to and held by the Company or another Subsidiary and (b) Indebtedness of the Company owed to and held by any Subsidiary; and (viii) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness described in clauses (i), (ii), (iii), (vi) and (vii) of this Section 1008(b), including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby is not increased by such refinancing plus the lesser of (I) the stated amount of any premium or other payment required to be paid in connection with purchases such a refinancing pursuant to the terms of goods the Indebtedness being refinanced or (II) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and, in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Securities at least to the same extent as the Indebtedness being refinanced and services which are such refinancing does not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as reduce the Average Life to which a dispute exists and adequate reserves in conformity with Stated Maturity or the Accounting Principles have been established on the books Stated Maturity of such Credit PartySubordinated Indebtedness. (c) For purposes of determining any particular amount of Indebtedness under this covenant, but excluding Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness incurred through otherwise included in the borrowing determination of money or Contingent Liabilities such particular amount shall not be included; provided, however, that the foregoing shall not in respect thereof;any way be deemed to limit the provisions of Section 1013. (d) For purposes of determining compliance with this Section 1008, in the event that an item of Indebtedness may be Incurred pursuant to paragraph (a) of this Section 1008 or by meeting the criteria of one or more of the types of Indebtedness described in paragraph (b) of this Section 1008 (or the definitions of the terms used therein), the Company, in its sole discretion, (i) evidencing the deferred purchase price may classify such item of newly acquired property or incurred to finance the acquisition of equipment Indebtedness under and comply with either of such Credit Party and its Subsidiaries paragraphs (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and definitions), as applicable, (ii) Capitalized Lease liabilities may classify and Permitted Refinancings divide such item of Indebtedness into more than one of such Indebtedness under this clause paragraphs (dor definitions); provided, that the aggregate amount of all Indebtedness outstanding pursuant as applicable, and (iii) may elect to this clause comply with such paragraphs (d) shall not at or definitions), as applicable, in any time exceed $5,000,000;order.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create, incur, issue, assume, guarantee, guaranty or suffer to exist any Indebtedness or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationspursuant to any Loan Document; (b) Indebtedness representing deferred compensation of (i) the US Borrower to directorsHoldings, officers (ii) the US Borrower to any Restricted Subsidiary and employees of Holdings (iii) any Restricted Subsidiary to Holdings, the US Borrower or any other Restricted Subsidiary; provided that (A) any such Indebtedness that is owed by any Loan Party to any Restricted Subsidiary thereof incurred that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein, (B) any such Indebtedness that is owing to any Loan Party shall be evidenced by a promissory note (which can be a master promissory note) that shall have been pledged pursuant to the Guarantee and Collateral Agreement and (C) any such Indebtedness owing by any Restricted Subsidiary that is not a Loan Party shall be a permitted Investment in the ordinary course of businesssuch Person pursuant to Section 6.7; (c) unsecured Indebtedness incurred in the ordinary course consisting of business of such Credit Party and its Subsidiaries and consistent with past practice (A) (i) Capital Lease Obligations, (ii) Attributable Indebtedness or (iii) purchase money obligations (including obligations in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods mortgage, industrial revenue bond, industrial development bond and services which are not overdue for a period of more than ninety (90similar financings) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries or refinance (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) 270 days of the acquisition or replacement or completion of construction construction, installation, repair or improvement of such propertyfixed or capital assets, as applicable) and the acquisition, replacement, construction, installation, repair or improvement of fixed or capital assets within the limitations set forth in Section 6.3(g) or (iiB) Capitalized Lease liabilities and Permitted Refinancings of such any Refinancing Indebtedness under this clause (d)in respect thereof; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding pursuant to this clause (d) shall not at any time exceed the greater of (A) $5,000,00045,000,000 and (B) 7.30% of Total Assets as of such time;

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, except with respect to directorsany 2019 Convertible Notes, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period and (ii) in respect of more than ninety (90) days orperformance, if overdue for more than ninety (90) dayssurety or appeal bonds, as to which a dispute exists bid bonds and adequate reserves similar obligations provided in conformity with the Accounting Principles have been established on the books ordinary course of such Credit Partybusiness, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, replacement or construction of equipment any property of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition after such acquisition, replacement or completion of construction or improvement of such property) , and (ii) Capitalized Lease liabilities and Permitted Refinancings Liabilities, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,875,000; (e) Intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; (h) Hedging Obligations not prohibited by Section 9.11; (i) First Lien Indebtedness in an aggregate principal amount not to exceed the First Lien Cap Amount (as defined in the Intercreditor Agreement); (j) unsecured Indebtedness arising in connection with Permitted Acquisitions (including, without limitation, seller notes and earnouts) incurred after the PIK Termination Date, provided, that (i) the maximum amount of Indebtedness shall not exceed $25,000,000 in the aggregate or represent more than twenty percent (20%) of the purchase price for any Permitted Acquisition, (ii) all such Indebtedness shall be subordinated in right of payment to the Obligations and First Lien Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent and First Lien Agent, and (iii) the Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Permitted Acquisition shall not exceed 4.75:1.00; (k) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (l) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $2,300,000 and Permitted Refinancings thereof; (n) other unsecured Indebtedness not to exceed $1,150,000 at any time outstanding; (o) Indebtedness of the Credit Parties in respect of the 2▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Notes, in an amount not to exceed $806,173; (p) Third Lien Indebtedness, to the extent subject to the Third Lien Subordination Agreement; and (q) the unsecured loan funded to Teligent Pharma, Inc. by Quaint Oak Bank, as is guaranteed under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)) as added by Section 1102 of the Coronavirus Aid, Relief, and Economic Security Act (Public Law 116-136), and all regulations and guidance issued by any Governmental Authority with respect thereto, as in effect from time to time constituting the Paycheck Protection Program.

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsincurred pursuant to this Agreement; (b) Indebtedness representing deferred compensation consisting of Contingent Obligations in respect of obligations of other Persons in an aggregate amount not to directors, officers and employees exceed at any one time outstanding 2% of Holdings or any Subsidiary thereof incurred in the ordinary course of businessNet Worth; (c) unsecured Indebtedness existing on the Closing Date and identified on Schedule 7.04; (d) Indebtedness incurred in the ordinary course of business in connection with (i) Capital Leases which are non-recourse to the Borrower or its Subsidiaries and (ii) other Capital Leases in an aggregate amount not to exceed at any one time outstanding 2% of such Credit Party Net Worth; (e) Obligations under Swap Contracts entered into for hedging purposes; (f) Indebtedness of the Borrower and its Subsidiaries and consistent having a maturity of 92 days or less representing borrowings from a bank or banks with past practice which the Borrower or such Subsidiary has a depository relationship, which borrowings shall be fully secured by Cash Equivalents purchased by the Borrower or such Subsidiary with the proceeds of such borrowings; (g) Obligations incurred in respect the ordinary course of open accounts extended by suppliers on normal trade terms business in connection with purchases of goods "1031 exchange" or relocation service transactions and services secured by the properties which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books subject of such Credit Partytransactions; (h) Indebtedness of a Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition, but excluding which Indebtedness incurred through the borrowing of money or Contingent Liabilities existed prior to such Acquisition and was not created in respect contemplation thereof; (di) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof or after giving effect thereto, unsecured Indebtedness of the Borrower; provided that such Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgagesshall mature no earlier than November 5, indebtedness or otherwise2008, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities shall not have any scheduled principal payments or provide for any mandatory prepayments or redemptions or repurchases not otherwise provided to the Lenders hereunder (including by way of a default under this Agreement) prior to November 5, 2008, (iii) has covenants, defaults and Permitted Refinancings of such other terms and conditions (other than interest rates) no more restrictive than those contained in this Agreement, and (iv) at any time a Guaranty Trigger Event has occurred and is continuing, shall not exceed, when aggregated with all other Indebtedness outstanding under this clause (di); provided, $700,000,000, provided that the aggregate amount of all any Indebtedness outstanding permitted to be incurred pursuant to this clause (di) prior to a Guaranty Trigger Event shall continue to be permitted and may remain outstanding at such time as a Guaranty Trigger Event has occurred and is continuing; (j) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof, other Indebtedness of the Borrower and its Subsidiaries in an aggregate principal amount not to exceed at any one time outstanding 3% of Net Worth; (k) obligations consisting of guarantees of Indebtedness of insurance agents of an Insurance Subsidiary in an aggregate amount not to exceed $5,000,000at any one time outstanding 2% of Net Worth; (l) Indebtedness of the Borrower or a Subsidiary owing to the Borrower or another Subsidiary, provided that the payment of such Indebtedness by the Borrower or a Subsidiary that is a Subsidiary Guarantor is subordinate to the payment of the Obligations pursuant to Section 2.8 of the Subsidiary Guaranty or otherwise in a manner satisfactory to the Administrative Agent; (m) Non-Recourse Debt of the Designated Subsidiaries; and (n) any extensions, renewals or refinancings of the foregoing on terms substantially similar to, or more favorable to the Borrower than (but not less favorable to the Lenders), the terms of the Indebtedness being extended, renewed or refinanced.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date (other than Investor Notes) which is identified in Schedule 7.24 to directorsthe Disclosure Letter and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety (90) days of the after such acquisition or completion of construction or improvement of such property) equipment, and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000175,000. (e) Indebtedness pursuant to the Investor Notes subject to the Subordination Agreement, in an aggregate principal amount not to exceed $75,000,000 at any time, plus interest paid in kind thereon, which such amount shall be decreased in an amount equal to the conversion amount, if any, of the Investor Notes; (f) Hedging Transactions permitted by Section 9.11; (g) Indebtedness incurred with corporate credit cards in an aggregate principal amount not to exceed $150,000 at any time outstanding; (h) reimbursement obligations under letters of credit issued after the Closing Date with an aggregate face amount not exceeding $500,000 at any time; (i) intercompany Indebtedness permitted by Section 6.05; (j) Guarantees of Indebtedness permitted pursuant to this Section 9.01; (k) Indebtedness consisting of insurance premium financing in the ordinary course of business; (l) other unsecured Indebtedness not to exceed $250,000 at any time outstanding; and (m) unsecured Indebtedness constituting earnouts obligations in connection with Permitted Acquisitions.

Limitation on Indebtedness. Each Credit Party will (a) Subject to the other provisions of this Section 4.08, the Company shall not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist guarantee or otherwise in any other manner become directly or indirectly liableliable or responsible for (collectively, contingently an "incurrence") any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness, unless at the time of such event (i)(A) any such Indebtedness or otherwise Acquired Indebtedness (other than Senior Indebtedness) has no sinking fund or amortization payment date or final maturity prior to the Stated Maturity of the Securities and (B) in the case of Indebtedness subordinated in right of payment to the Securities, the instrument evidencing such Indebtedness shall include subordination provisions substantially similar to those set forth in Article 10 of this Indenture subordinating such Indebtedness to the same extent as if the Securities were Senior Indebtedness with respect to such Indebtedness and (ii) after giving effect to the incurrence of such Indebtedness and to any Indebtednessacquisition being financed through the incurrence of such Indebtedness and to any Acquired Indebtedness incurred or assumed therewith on a pro forma basis, except for: (a) the Consolidated Interest Coverage Ratio for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such additional Indebtedness in respect of the Obligations;is incurred would have been at least 2.0 to 1.0. (b) The Company shall not suffer to exist any Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established existing on the books of such Credit PartyInitial Issuance Date, but excluding other than Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;described on Schedule I.

Limitation on Indebtedness. Each Credit Party Borrower will not, and it will not cause or permit any of its Subsidiaries to, incur or be obligated on any Indebtedness, either directly or indirectly, createby way of Guarantee, incursuretyship or otherwise, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forother than: (i) the Borrower's Obligations to the Agent and the Banks; (ii) the Swing Loans from ▇▇▇▇▇▇▇; (iii) Indebtedness existing as of the effective date hereof and listed on Schedule 7.10 attached hereto and Indebtedness relating to the employee benefit plans; (iv) Indebtedness described in clause (a) or (b) of the defined term Restricted Investment of this Agreement; (v) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the Obligationsextent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.1(d) or Section 8.1(e); (bvi) Indebtedness representing deferred compensation to directors, officers in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal and employees for which adequate provision as determined in accordance with GAAP has been made so long as execution is not levied thereunder and in respect of Holdings which Borrower or any Subsidiary thereof shall at the time in good faith be prosecuting an appeal or proceedings for review and a suspensive appeal bond in the full amount of such judgment or award shall have been obtained by Borrower or such Subsidiary with respect thereto; (vii) current liabilities of Borrower or any Subsidiary of Borrower incurred in the ordinary course of business not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (viii) endorsements for collection, deposits or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cix) unsecured Indebtedness incurred in respect of performance, surety or appeal bonds obtained in the ordinary course of ▇▇▇▇▇▇▇▇'s or any Subsidiary's business and in connection with transactions in the ordinary course of ▇▇▇▇▇▇▇▇'s or any Subsidiary's business; (x) Indebtedness under commodity price swaps, commodity price caps and commodity price collar and floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in commodity prices with respect to any steel commodities bought and consumed in the ordinary course of business of such Credit Party Borrower and its Subsidiaries in amounts and on terms consistent with past practice industry standard practices for hedging such future commodities requirements of Borrower and its Subsidiaries; (xi) Indebtedness for any permitted declared and unpaid Distributions on Borrower's stock; (xii) Indebtedness in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods the Separation Agreement and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofRelated Agreements; (dxiii) With the consent of the Required Banks, Acquisition Indebtedness not otherwise permitted by this Section 8.2(a); (ixiv) evidencing Indebtedness, other than Acquisition Indebtedness, not otherwise permitted by this Section 8.2(a) in an amount not to exceed $10,000,000.00 in the deferred aggregate at any one time outstanding for Borrower and all Subsidiaries of Borrower; and (xv) Indebtedness, in an amount not to exceed $30,000,000.00 in the aggregate at any one time outstanding for Borrower and all its Subsidiaries, in respect of guarantees issued in support of customer financing of down payments and other similar amounts relating to Exim Bank or other similar construction financing, which guarantees do not exceed 20% of the purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;subject vessel.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall cause or permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date which is identified in Schedule 9.01 and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness incurred by Borrower or any Subsidiary thereof (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof;; 103 (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety one-hundred and eighty (90180) days of the acquisition or completion of construction or improvement of such property) ), and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000500,000; (e) intercompany Indebtedness between or among Holdings and any of its Subsidiaries; provided that (i) Indebtedness owing by any Subsidiary of Holdings that is not a Credit Party to any Credit Party (together with investments in Subsidiaries that are not Credit Parties permitted under Section 9.05(h)) shall not exceed $625,000 (determined at the time of such incurrence) and (ii) unsecured Indebtedness owing by any Credit Party to any Subsidiary or Affiliate of such Credit Party that is not a Credit Party that is permitted pursuant to Section 9.05(h) shall be subordinated to the Obligations on terms reasonably acceptable to the Agent; (f) Contingent Obligations of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to bid, surety and appeals bonds, performance bonds, completion guarantees, workers compensation claims and other similar obligations, including guarantees or obligations of any Credit Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, and other similar obligations (in each case other than for an obligation for borrowed money); (g) Guarantee Obligations arising under guaranties made in the ordinary course of business of obligations of any Credit Party (other than Holdings), which obligations are otherwise expressly permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the same extent; (h) Hedging Obligations expressly permitted under Section 9.11; (i) Indebtedness in respect of Permitted Earnouts; provided, that such earn-out obligations are subordinated in right of payment to the Obligations hereunder on terms and conditions reasonably satisfactory to Agent;

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create, incur, issue, assume, guarantee, guaranty or suffer to exist any Indebtedness or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationspursuant to any Loan Document; (b) Indebtedness of (i) the Borrower to Holdings, (ii) the Borrower to any Restricted Subsidiary and (iii) any Restricted Subsidiary to Holdings, the Borrower or any other Restricted Subsidiary; provided that (A) any such Indebtedness that is owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein, (B) any such Indebtedness that is owing to any Loan Party shall be evidenced by a promissory note (which can be a master promissory note) that shall have been pledged pursuant to the Guarantee and Collateral Agreement and (C) any such Indebtedness owing by any Restricted Subsidiary that is not a Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7; (c) Indebtedness consisting of (A) (i) Capital Lease Obligations, (ii) Attributable Indebtedness or (iii) purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance or refinance (within 270 days of the acquisition or replacement or completion of construction, installation, repair or improvement of such fixed or capital assets, as applicable) the acquisition, replacement, construction, installation, repair or improvement of fixed or capital assets within the limitations set forth in Section 6.3(g) or (B) any Refinancing Indebtedness in respect thereof; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of $36,000,000 and 6.0% of Total Assets; (d) Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d); provided that any such Indebtedness owed by any Loan Party to a Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein; (e) Guarantee Obligations, letters of credit and similar obligations (i) made in the ordinary course of business by Holdings, the Borrower or any of its Restricted Subsidiaries of obligations (other than in respect of Indebtedness for borrowed money) of (w) Holdings, (x) the Borrower, (y) any Restricted Subsidiaries or (z) any joint venture of the Borrower or any of the Restricted Subsidiaries, (ii) of Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted to be incurred by the Borrower or such Restricted Subsidiary, as the case may be, under this Section 6.2 (other than Section 6.2(d)), and (iii) of Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness of any Unrestricted Subsidiary or joint venture; provided that (A) in the case of clause (ii), if the Indebtedness being guaranteed is subordinated to the Obligations such guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness, (B) in the case of clause (ii), no Guarantee Obligations, letter of credit or similar obligation by any Restricted Subsidiary in respect of any Indebtedness of any Loan Party shall be permitted unless such Restricted Subsidiary shall also become a Subsidiary Guarantor, (C) in the case of clauses (ii) and (iii), any such Guarantee Obligation, letter of credit or similar obligation of a Loan Party in respect of Indebtedness of a Subsidiary or other Person that is not a Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7, and (D) in the case of clause (i)(z) above, the aggregate amount of all obligations at any one time outstanding shall not exceed $24,000,000; (f) any unsecured senior, senior subordinated or subordinated Indebtedness incurred by Holdings, the Borrower or its Restricted Subsidiaries so long as the Total Leverage Ratio, determined on a Pro Forma Basis (provided that the Total Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Indebtedness (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the Total Leverage Ratio)), does not exceed the 6.00:1.00 at the time of incurrence thereof; provided that the aggregate principal amount of Indebtedness at any one time outstanding pursuant to this clause (f) in respect of which the primary obligor or any guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed the greater of $24,000,000 and 4.0% of Total Assets at the time of incurrence thereof. (g) Indebtedness of the Borrower or any Restricted Subsidiary, or of any Person that becomes a Restricted Subsidiary, acquired or assumed in connection with a Permitted Acquisition or other acquisition permitted under Section 6.7; provided that (i) such Indebtedness exists at the time the acquired person becomes a Restricted Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such person becoming a Restricted Subsidiary or such asset being acquired and (ii) immediately before and after such person becomes a Restricted Subsidiary or such asset is acquired, no Default or Event of Default shall have occurred and be continuing; (h) Indebtedness under the First Lien Loan Documents (including Guarantee Obligations in respect thereof) in an aggregate principal amount not to exceed the Maximum First Lien Amount (as defined in the Intercreditor Agreement); provided that any Incremental Facility (as defined in the First Lien Credit Agreement) shall be subject to the terms of Section 2.24 of the First Lien Credit Agreement as in effect on the date hereof; (i) Indebtedness consisting of promissory notes issued by any Loan Party or other Restricted Subsidiary to current or former officers, directors, managers, consultants and employees, or their respective estates, executors, administrators, heirs, legatees, distributees, spouses or former spouses, to finance the purchase or redemption of Capital Stock of Holdings (or any direct or indirect parent thereof) to the extent permitted by Section 6.6(b)(i); (j) to the extent constituting Indebtedness, cash management obligations and other Indebtedness in respect of Cash Management Services in the ordinary course of business and Indebtedness arising from the endorsement of instruments or other payment items for deposit and the honoring by a bank or other financial institution of instruments or other payments items drawn against insufficient funds; (k) to the extent constituting Indebtedness, indemnification, deferred purchase price adjustments, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or any Investment permitted to be acquired or made hereunder; (l) Indebtedness of Foreign Subsidiaries in an aggregate principal amount (for all Foreign Subsidiaries) not to exceed at any time the greater of (A) $24,000,000 and (B) 4.0% of Total Assets at the time of incurrence thereof; (A) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business and (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Indebtedness in respect of Hedge Agreements entered into not for speculative purposes, to protect against exposure to interest rates, commodity prices or foreign exchange rates; (o) additional Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Restricted Subsidiaries) not to exceed at any time the greater of (A) $18,000,000 and (B) 4.0% of Total Assets at the time of incurrence thereof; (p) (i) Permitted Term Loan Refinancing Indebtedness, (ii) Permitted Term Loan Refinancing Indebtedness (as defined in the First Lien Credit Agreement as in effect on the date hereof), (iii) Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof), (iv) Incremental Equivalent Debt, (v) any Refinancing Indebtedness in respect of any of the foregoing and (vi) Guarantee Obligations by the Guarantors in respect of each of the foregoing; (q) Indebtedness representing deferred compensation or similar obligations to directors, officers and employees of Holdings or any Subsidiary thereof the Borrower and its Subsidiaries incurred in the ordinary course of business; (cr) unsecured Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with Permitted Acquisitions or any other Investments permitted under Section 6.8 constituting acquisitions of Persons or businesses or divisions; (s) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended 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 letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 45 days (or such longer period as may be agreed upon by suppliers on normal trade terms the Administrative Agent) unless the amount or validity of such obligations are being contested in connection good faith by appropriate proceedings and with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as respect to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established provided on the books of such Credit Partythe Borrower or its Restricted Subsidiaries, but excluding Indebtedness incurred through as the borrowing of money or Contingent Liabilities in respect thereofcase may be; (dt) Indebtedness in respect of self-insurance obligations, performance, bid, release, appeal and surety bond, documentary letters of credit and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries, in each case in the ordinary course of business, and Guarantee Obligations, letters of credit and similar instruments supporting such obligations; (u) Indebtedness incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to Holdings, the Borrower or any of its Restricted Subsidiaries other than one or more Receivables Financing Subsidiaries and pursuant to Standard Securitization Undertakings; (v) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2(d), (f), (g) or (h) above; (w) so long as no Event of Default shall have occurred and be continuing, Indebtedness in an aggregate principal amount not to exceed the sum of (i) evidencing the deferred purchase price of newly acquired property or incurred to finance Available Starter Basket at the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that time such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and plus (ii) Capitalized Lease liabilities if the Total Leverage Ratio, determined on a Pro Forma Basis, at the time of and Permitted Refinancings after giving effect to such Indebtedness, is equal to or less than 6.00:1.00, the Available Builder Basket at the time such Indebtedness is incurred; (x) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; and (y) to the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in Section 6.2(a) through (x) above. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the 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 debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness under this clause (d); providedbeing extended, that replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. To the extent otherwise constituting Indebtedness, the accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness outstanding pursuant shall be deemed not to be Indebtedness for purposes of this clause (d) shall not Section 6.2. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any time exceed $5,000,000;date shall be the accreted amount thereof .

Limitation on Indebtedness. Each Credit No Loan Party will notshall, and will not no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranteepermit to exist, suffer to exist or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forprovided: (a) Nothing herein shall prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Secured Obligations; (ii) Indebtedness existing on the Restatement Effective Date (other than the 2021 Notes and the 2027 Notes) and set forth in Schedule 6.05, including Permitted Refinancing Indebtedness with respect thereto; (iii) Indebtedness represented by Finance 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 design, construction, installation or improvement of property, plant or equipment used in the business of the Borrower or any of its Subsidiaries, and Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (iii), in an aggregate outstanding principal amount not to exceed at any time the greater of (x) $100,000,000 and (y) 4% of Consolidated Assets of the Borrower and its Subsidiaries (measured as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.11(a))); (iv) intercompany Indebtedness between or among the Borrower and any of its Subsidiaries; provided, however, that (A) if a Loan Party is the obligor on such Indebtedness and the payee is not a Loan Party, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all the Secured Obligations; (B) Indebtedness of any Subsidiary that is not a Loan Party to a Loan Party shall be subject to Section 6.04(b); and (C)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Subsidiary of the Borrower and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Subsidiary of the Borrower, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Subsidiary, as the case may be, that was not permitted by this clause (iv); provided, further that: (A) the Loan Parties shall accurately record all material intercompany transactions on their respective books and records; and (B) in the case of any intercompany Indebtedness advanced with any Property that constitutes Collateral prior to such advance by a Loan Party to a Subsidiary of the Borrower that is not a Loan Party, no Default or Event of Default is continuing as of the date such intercompany Indebtedness is advanced; (1) the 2027 Notes, (2) additional Non-ABL Priority Lien Debt of the Borrower or any of the Loan Parties, (3) Indebtedness of Foreign Subsidiaries, and (4) Permitted Refinancing Indebtedness in respect of the ObligationsIndebtedness incurred pursuant to the foregoing clauses (v)(1), (2) or (3); provided, that: (A) after giving effect to the incurrence of any such Indebtedness and the application or intended application of proceeds thereof, the Borrower has a Priority Leverage Ratio of less than or equal to 2.0 to 1.00 determined on a pro forma basis as if such Indebtedness had been incurred on the first day of the most recent four fiscal quarter period for which financial statements have been delivered under Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.11(a)); (B) such Indebtedness shall not have any scheduled principal payments due prior to the date that is 91 days after the Maturity Date in effect at the time of such incurrence, (C) the stated maturity date of any Indebtedness incurred or refinanced under the preceding clauses (v)(2) or (v)(3) shall be at least 91 days after the Maturity Date as in effect at the time of such incurrence, and (D) the aggregate principal amount of all Indebtedness incurred by Subsidiaries that are not Loan Parties in reliance on this clause (v) shall not exceed the greater of (x) $100,000,000 and (y) 4% of Consolidated Assets of the Borrower and its Subsidiaries (measured as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) Indebtedness representing deferred compensation (or, if prior to directorsthe date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), officers and employees of Holdings the most recent financial statements referred to in Section 3.11(a))); (vi) the Guarantee by the Borrower or any Subsidiary thereof of Indebtedness of the Borrower or a Subsidiary of the Borrower that was permitted to be incurred by another provision of this Section 6.05(a); provided that (A) if the Indebtedness being guaranteed is subordinated to or pari passu with the Obligations, then the Guarantee must be subordinated or pari passu, as applicable, to the Obligations to the same extent as the Indebtedness guaranteed and (B) Guarantees by a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04(b) and (l); (vii) Indebtedness consisting of Swap Obligations entered into in the ordinary course of business and for bona fide non-speculative purposes, and cancellations, buy backs, reversals, terminations or assignments in respect thereof; (viii) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, appeal, surety and customs bonds, completion guarantees and similar obligations in the ordinary course of business; (cix) unsecured Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; (x) [Reserved]; (xi) Indebtedness of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of or was otherwise acquired by the Borrower); provided that the aggregate principal amount at any time outstanding pursuant to this clause (xi), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (xi), does not exceed the greater of (x) $50,000,000 and (y) 2% of Consolidated Assets of the Borrower and its Subsidiaries (measured as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.11(a))); (xii) Indebtedness 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 or assets of the Borrower or any business, assets or Equity Interests of a Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrower and its Subsidiaries in connection with such disposition; (xiii) Subordinated Indebtedness issued by the Borrower or a Subsidiary to any current or former officer, director, employee or consultant of the Borrower or any of its Subsidiaries (or any permitted transferees of such persons), in each case to finance the purchase or redemption of Equity Interests of the Borrower to the extent permitted under Section 6.08 hereof; (xiv) 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 such Credit Party the Borrower and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms such banks or financial institutions that arises in connection with purchases ordinary banking arrangements to manage cash balances of goods the Borrower and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofits Subsidiaries; (dxv) Indebtedness incurred by a Subsidiary of the Borrower that is not a Loan Party in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms; (ixvi) evidencing Indebtedness incurred by the deferred purchase price Borrower or any of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant constituting letters of credit or reimbursement obligations with respect to purchase money mortgages, indebtedness or otherwise, whether owed to letters of credit issued in the seller or a third party) or to construct or improve any fixed or capital assets ordinary course of any Credit Party and its Subsidiaries (business; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within thirty (30) days following such drawing; (xvii) Indebtedness incurred pursuant to a Permitted Sales-Type Lease Transaction; provided, that the principal amount of such Indebtedness is incurred within ninety (90) days of determined based on the acquisition or completion of construction or improvement amount of such propertyIndebtedness reflected on a balance sheet prepared in accordance with GAAP) and shall not exceed $150,000,000 at any time outstanding; (iixviii) Capitalized Lease liabilities and Permitted Refinancings (A) the 2021 Convertible Senior Notes, (B) additional unsecured Indebtedness in an unlimited amount provided that, as of such any date of incurrence of Indebtedness under this clause (dxviii)(B) and after giving pro forma effect to the application of any net proceeds therefrom, the Payment Conditions are satisfied, and (C) Permitted Refinancing Indebtedness in respect of any indebtedness incurred pursuant to the foregoing clause (xviii)(A) or (B); and (xix) Indebtedness of the Borrower or any Subsidiary Guarantor incurred to finance up-front costs associated with long-term contracts with customers in the ordinary course of business. (b) No Loan Party shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Loan Party unless such Indebtedness is also contractually subordinated in right of payment to the Secured Obligations 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 Borrower solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. (c) For purposes of determining compliance with this Section 6.05, (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xix) of Section 6.05(a) above, the Borrower will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 6.05; (ii) at the time of incurrence, the Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 6.05(a) hereof; (iii) letters of credit will be deemed to have a principal amount equal to the maximum potential liability of the Borrower and its Subsidiaries thereunder; (iv) in calculating the amount of Indebtedness permitted under any particular clause of this Section 6.05, Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in duplication of the amount of the underlying Indebtedness being Guaranteed or supported by such letter of credit; and (v) with respect to 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 refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. (d) The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on 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 for purposes of this Section 6.05; provided, in each such case, that the aggregate amount of all any such accrual, accretion or payment is included in the Interest Expense of the Borrower as accrued. Notwithstanding any other provision of this Section 6.05, the maximum amount of Indebtedness outstanding that the Borrower or any Subsidiary of the Borrower may incur pursuant to this clause (d) Section 6.05 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. (e) The amount of any Indebtedness outstanding as of any date will be (subject to Section 1.04): (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person (in any case, so long as such specified Person’s obligations in respect of such Indebtedness are expressly limited in recourse to the assets securing such Indebtedness), the lesser of: (A) the Fair Market Value of such assets at any time exceed $5,000,000;the date of determination; and (B) the amount of the Indebtedness of the other Person.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except foror permit any preferred stock to be issued or outstanding, except: (a) Indebtedness in respect of the ObligationsBorrowers arising under the Loan Documents, or any other guaranty of, or suretyship arrangement for, the foregoing; (b) Subordinated Indebtedness; (c) Indebtedness representing deferred compensation to directorsof the Borrowers and their Subsidiaries not exceeding $5,000,000 in an aggregate principal amount at any one time outstanding; (d) Indebtedness of the Borrowers and their Subsidiaries for equipment acquired in the ordinary course of business secured by purchase money Liens not exceeding $1,000,000 in an aggregate principal amount at any one time outstanding; (e) Indebtedness arising from the honoring by a bank or other financial institution of a check, officers and employees draft or similar instrument drawn against insufficient funds in the ordinary course of Holdings business or any Subsidiary thereof incurred other cash management services in the ordinary course of business; provided that, such Indebtedness (other than credit or purchase cards) is extinguished within one (1) Business Day after notification to the applicable Borrower of its incurrence; provided, further, that such Indebtedness is (i) provided for by a bank or financial institution under an Account Control Agreement or (ii) with respect to an Excluded Account or Legacy Account; (cf) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases workers’ compensation claims, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of goods and services which are the Loan Parties’ properties in an aggregate amount not overdue for a period of more than ninety (90) days orto exceed $500,000 at any time outstanding; provided that, if overdue for more than ninety (90) days, as to which a dispute exists and adequate full reserves in conformity with the Accounting Principles GAAP for all such obligations have been established provided on the books of such Credit the relevant Loan Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (dg) Indebtedness incurred in the ordinary course of business in connection with unsecured performance and bid bonds in an aggregate amount not to exceed $50,000,000 at any time outstanding; (h) Indebtedness incurred in the ordinary course of business consisting of a guarantee by a Loan Party of trade credit obligations of any Loan Party; (i) evidencing Intermediate Investment Advances; (j) secured Indebtedness, the deferred purchase price proceeds of newly acquired property or incurred which are concurrently used to finance repay in full, and permanently reduce in full the acquisition of equipment of such Credit Party and its Subsidiaries Commitments with respect to, the Indebtedness arising under the Loan Documents; and (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyk) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;on the date hereof and listed on Schedule 8.2.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for:(without duplication): (a) Indebtedness in respect of the Obligationsany Loan Party pursuant to any Loan Document; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings the Borrower or any Subsidiary other Loan Party to any other Loan Party; (c) current liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (d) Indebtedness outstanding on the Third Amendment Effective Date and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof (other than by the refinancing costs thereof including premiums and make whole payments) or any shortening of the maturity of any principal amount thereof); (e) Indebtedness owed to Affiliates of the Loan Parties that is not prohibited under Section 7.9; provided, that as of the date of incurrence thereof, (i) giving pro forma effect to the incurrence thereof, no Default or Event of Default under the financial covenants set forth in Section 7.1 would result therefrom, and (ii) immediately prior to and after giving effect to the incurrence thereof, no Default or Event of Default shall have occurred and be continuing; (f) Consolidated Unsecured Debt of the Parent REIT or any of its Subsidiaries provided, that as of the date of incurrence thereof, (i) giving pro forma effect to the incurrence thereof, no Default or Event of Default under the financial covenants set forth in Section 7.1 would result therefrom, and (ii) immediately prior to and after giving effect to the incurrence thereof, no Default or Event of Default shall have occurred and be continuing; (g) Indebtedness of the Borrower and any of its Subsidiaries in respect of customary cash management obligations, netting services, automatic clearing house arrangements, overdraft protections and similar arrangements, in each case in connection with deposit accounts and incurred in the ordinary course; (h) Indebtedness in respect of judgments, but only to the extent and for an amount not resulting in an Event of Default; (i) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cj) unsecured Indebtedness incurred in respect of workers’ compensation claims, self-insurance premiums, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business business; (k) [reserved]; (l) Secured Recourse Indebtedness of such Credit Party the Parent REIT and its Subsidiaries that matures at least one year after the Revolving Credit Termination Date and consistent with past practice in an aggregate amount not exceeding on any date of determination, an amount equal to 10% of Total Asset Value on such date at any one time outstanding; (m) Indebtedness in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods Capital Lease Obligations and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any obligations for fixed or capital assets of any Credit Party and its Subsidiaries (provided, assets; provided that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings aggregate outstanding principal amount of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time does not exceed $5,000,000;20,000,000; and (n) Indebtedness in respect of Obligations under Specified Hedge Agreements and obligations under Capital One Hedge Agreements, in each case, not for speculative purposes and Guarantee Obligations thereof.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date which is identified on Part A of Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities and Permitted Refinancings shall not exceed $6,000,000 in the aggregate at any one time outstanding; (e) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder of the Borrower of any Subsidiary of the Borrower which is a Credit Party; (f) non-recourse Indebtedness incurred by the Borrower or any Subsidiary to finance the payment of insurance premiums; (g) intercompany Indebtedness (A) between any Credit Parties, (B) or by any Credit Party owing to any Subsidiary that is not a Credit Party, so long as such Indebtedness under this clause is subject to a subordination agreement (d); providedor evidenced by a note which includes subordination terms) in form and substance satisfactory to Collateral Agent, (B) between any Subsidiaries that are not Credit Parties, and (C) by any Subsidiary that is not a Credit Party owing to any Credit Party in an aggregate amount not to exceed, when combined with the aggregate amount of all Indebtedness outstanding Investments made pursuant to this clause Section 9.05(d)(B), $500,000; (dh) shall the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; (j) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Parent or any Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (k) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued in an aggregate amount not to exceed (i) $250,000 in respect of each such surety bond, performance bond and similar instrument or (ii) $1,000,000 in respect of all such surety bonds, performance bonds and similar instruments in the aggregate; (l) Indebtedness relating to judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g); (m) Indebtedness representing letters of credit for the account of any Credit Party intended to provide security for payment obligations in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount at any time outstanding not to exceed $5,000,000;100,000.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, except with respect to directorsthe Existing Notes, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, replacement or construction of equipment any property of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition after such acquisition, replacement or completion of construction or improvement of such property) , and (ii) Capitalized Lease liabilities and Permitted Refinancings Liabilities, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,875,000; (e) Intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; (h) Hedging Obligations not prohibited by Section 9.11; (i) First Lien Indebtedness in an aggregate principal amount not to exceed the First Lien Cap Amount (as defined in the Intercreditor Agreement); (j) unsecured Indebtedness arising in connection with Permitted Acquisitions (including, without limitation, seller notes and earnouts) incurred after the PIK Termination Date, provided, that (i) the maximum amount of Indebtedness shall not exceed $25,000,000 in the aggregate or represent more than twenty percent (20%) of the purchase price for any Permitted Acquisition, (ii) all such Indebtedness shall be subordinated in right of payment to the Obligations and First Lien Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent and First Lien Agent, and (iii) the Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Permitted Acquisition shall not exceed 4.75:1.00; (k) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (l) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $2,300,000 and Permitted Refinancings thereof; and (n) other unsecured Indebtedness not to exceed $1,150,000 at any time outstanding.

Limitation on Indebtedness. Each Credit Party will The Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become or remain directly or indirectly liable, contingently or otherwise liable with respect to to, any Indebtedness, except forexcept: (a) Indebtedness in respect of the Obligationsincurred pursuant to this Agreement; (b) Indebtedness representing deferred compensation consisting of Contingent Obligations in respect of obligations of other Persons in an aggregate amount not to directors, officers and employees exceed at any one time outstanding 2% of Holdings or any Subsidiary thereof incurred in the ordinary course of businessNet Worth; (c) unsecured Indebtedness existing on the Closing Date and identified on Schedule 7.04; (d) Indebtedness incurred in the ordinary course of business in connection with (i) Capital Leases which are non-recourse to the Borrower or its Subsidiaries and (ii) other Capital Leases in an aggregate amount not to exceed at any one time outstanding 2% of such Credit Party Net Worth; (e) Obligations under Swap Contracts entered into for hedging purposes; (f) Indebtedness of the Borrower and its Subsidiaries and consistent having a maturity of 92 days or less representing borrowings from a bank or banks with past practice which the Borrower or such Subsidiary has a depository relationship, which borrowings shall be fully secured by Cash Equivalents purchased by the Borrower or such Subsidiary with the proceeds of such borrowings; (g) Obligations incurred in respect the ordinary course of open accounts extended by suppliers on normal trade terms business in connection with purchases of goods "1031 exchange" or relocation service transactions and services secured by the properties which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books subject of such Credit Partytransactions; (h) Indebtedness of a Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition, but excluding which Indebtedness incurred through the borrowing of money or Contingent Liabilities existed prior to such Acquisition and was not created in respect contemplation thereof; (di) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof or after giving effect thereto, unsecured Indebtedness of the Borrower; provided that such Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgagesshall mature no earlier than November 5, indebtedness or otherwise2008, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities shall not have any scheduled principal payments or provide for any mandatory prepayments or redemptions or repurchases not otherwise provided to the Lenders hereunder (including by way of a default under this Agreement) prior to November 5, 2008, (iii) has covenants, defaults and Permitted Refinancings of such other terms and conditions (other than interest rates) no more restrictive than those contained in this Agreement, and (iv) at any time a Guaranty Trigger Event has occurred and is continuing, shall not exceed, when aggregated with all other Indebtedness outstanding under this clause (di); provided, $700,000,000, provided that the aggregate amount of all any Indebtedness outstanding permitted to be incurred pursuant to this clause (di) prior to a Guaranty Trigger Event shall continue to be permitted and may remain outstanding at such time as a Guaranty Trigger Event has occurred and is continuing; (j) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof, other Indebtedness of the Borrower and its Subsidiaries (excluding Synthetic Lease Obligations) in an aggregate principal amount not to exceed at any one time outstanding 3% of Net Worth; (k) obligations consisting of guarantees of Indebtedness of insurance agents of an Insurance Subsidiary in an aggregate amount not to exceed at any one time outstanding 2% of Net Worth; (l) Indebtedness of the Borrower or a Subsidiary owing to the Borrower or another Subsidiary, provided that the payment of such Indebtedness by the Borrower or a Subsidiary that is a Subsidiary Guarantor is subordinate to the payment of the Obligations pursuant to Section 2.8 of the Subsidiary Guaranty or otherwise in a manner satisfactory to the Administrative Agent; (m) Non-Recourse Debt of the Designated Subsidiaries; (n) so long as no Default or Event of Default has occurred and is continuing at the time of incurrence thereof, Synthetic Lease Obligations of the Borrower, provided the aggregate Attributable Indebtedness in respect thereof shall not exceed at any one time exceed $5,000,000;outstanding 3% of Net Worth; and (o) any extensions, renewals or refinancings of the foregoing on terms substantially similar to, or more favorable to the Borrower than (but not less favorable to the Lenders), the terms of the Indebtedness being extended, renewed or refinanced. (c) Exhibit E, Compliance Certificate, is hereby amended to be in the form of Exhibit E hereto.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for:(without duplication): (a) Indebtedness in respect of the Obligationsany Loan Party pursuant to any Loan Document; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings the Borrower or any Subsidiary other Loan Party to any other Loan Party; (c) current liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (d) Indebtedness outstanding on the First Amendment Effective Date and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof (other than by the refinancing costs thereof including premiums and make whole payments) or any shortening of the maturity of any principal amount thereof); (e) Indebtedness owed to Affiliates of the Loan Parties that is not prohibited under Section 7.9; provided, that as of the date of incurrence thereof, (i) giving pro forma effect to the incurrence thereof, no Default or Event of Default under the financial covenants set forth in Section 7.1 would result therefrom, and (ii) immediately prior to and after giving effect to the incurrence thereof, no Default or Event of Default shall have occurred and be continuing; (f) Consolidated Unsecured Debt of the Parent REIT or any of its Subsidiaries provided, that as of the date of incurrence thereof, (i) giving pro forma effect to the incurrence thereof, no Default or Event of Default under the financial covenants set forth in Section 7.1 would result therefrom, and (ii) immediately prior to and after giving effect to the incurrence thereof, no Default or Event of Default shall have occurred and be continuing; (g) Indebtedness of the Borrower and any of its Subsidiaries in respect of customary cash management obligations, netting services, automatic clearing house arrangements, overdraft protections and similar arrangements, in each case in connection with deposit accounts and incurred in the ordinary course; (h) Indebtedness in respect of judgments, but only to the extent and for an amount not resulting in an Event of Default; (i) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cj) unsecured Indebtedness incurred in respect of workers’ compensation claims, self-insurance premiums, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business business; (k) [reserved]; (l) Secured Recourse Indebtedness of such Credit Party the Parent REIT and its Subsidiaries that matures no earlier than February 18, 2028 and consistent with past practice in an aggregate amount not exceeding on any date of determination, an amount equal to 10% of Total Asset Value on such date at any one time outstanding; (m) Indebtedness in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods Capital Lease Obligations and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any obligations for fixed or capital assets of any Credit Party and its Subsidiaries (provided, assets; provided that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings aggregate outstanding principal amount of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time does not exceed $5,000,000;20,000,000; and (n) Indebtedness in respect of Obligations under Specified Hedge Agreements and other Hedge Agreements permitted under the Existing Credit Agreement, in each case, not for speculative purposes and Guarantee Obligations thereof.

Limitation on Indebtedness. Each Credit Party will (a) Subject to the other provisions of this Section 4.08, the Company shall not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist guarantee or otherwise in any other manner become directly or indirectly liableliable or responsible for (collectively, contingently an "incurrence") any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness, unless at the time of such event (i)(A) any such Indebtedness or otherwise Acquired Indebtedness (other than Senior Indebtedness) has no sinking fund or amortization payment date or final maturity prior to the Stated Maturity of the Securities and (B) in the case of Indebtedness subordinated in right of payment to the Securities, the instrument evidencing such Indebtedness shall include subordination provisions substantially similar to those set forth in Article 10 of this Indenture subordinating such Indebtedness to the same extent as if the Securities were Senior Indebtedness with respect to such Indebtedness and (ii) after giving effect to the incurrence of such Indebtedness and to any Indebtednessacquisition being financed through the incurrence of such Indebtedness and to any Acquired Indebtedness incurred or assumed therewith on a pro forma basis, except for: (a) the Consolidated Interest Coverage Ratio for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such additional Indebtedness in respect of the Obligations;is incurred would have been at least 2.0 to 1.0. (b) The Company shall not suffer to exist any Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established existing on the books of such Credit PartyInitial Issuance Date, but excluding other than Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;described on Schedule II.

Limitation on Indebtedness. Each Credit Party Borrower will not, and it will not cause or permit any of its Subsidiaries to, incur or be obligated on any Indebtedness, either directly or indirectly, createby way of Guarantee, incursuretyship or otherwise, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forother than: (i) the Borrower's Obligations to the Agent and the Banks; (ii) the Swing Loans from Whitney; (iii) Indebtedness existing as of the effective date hereof and listed on Schedule 7.10 attached hereto and Indebtedness relating to the employee benefit plans; (iv) Indebtedness described in clause (a) or (b) of the defined term Restricted Investment of this Agreement; (v) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the Obligationsextent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.1(d) or Section 8.1(e); (bvi) Indebtedness representing deferred compensation to directors, officers in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal and employees for which adequate provision as determined in accordance with GAAP has been made so long as execution is not levied thereunder and in respect of Holdings which Borrower or any Subsidiary thereof shall at the time in good faith be prosecuting an appeal or proceedings for review and a suspensive appeal bond in the full amount of such judgment or award shall have been obtained by Borrower or such Subsidiary with respect thereto; (vii) current liabilities of Borrower or any Subsidiary of Borrower incurred in the ordinary course of business not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (viii) endorsements for collection, deposits or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cix) unsecured Indebtedness incurred in respect of performance, surety or appeal bonds obtained in the ordinary course of Borrower's or any Subsidiary=s business and in connection with transactions in the ordinary course of Borrower's or any Subsidiary=s business; (x) Indebtedness under commodity price swaps, commodity price caps and commodity price collar and floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in commodity prices with respect to any steel commodities bought and consumed in the ordinary course of business of such Credit Party Borrower and its Subsidiaries in amounts and on terms consistent with past practice in respect industry standard practices for hedging such future commodities requirements of open accounts extended by suppliers on normal trade terms in connection with purchases of goods Borrower and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofits Subsidiaries; (dxi) Indebtedness for any permitted declared and unpaid Distributions on Borrower's stock; and (ixii) evidencing Indebtedness not otherwise permitted by this Section 8.2(a) in an amount not to exceed $1,000,000.00 in the deferred purchase price of newly acquired property or incurred aggregate at any one time outstanding for Borrower and all Subsidiaries relating to finance the acquisition of equipment of such Credit Party and its Subsidiaries Liens permitted under subparagraph (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyf) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion definition of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;Liens.

Limitation on Indebtedness. Each Credit Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business[reserved]; (c) unsecured Indebtedness incurred existing as of the Closing Date which is identified with particularity (including amount) in the ordinary course of business of such Credit Party Schedule 7.25 and its Subsidiaries which is not otherwise permitted by this Section 9.01, and consistent with past practice any Refinancing Indebtedness in respect of open accounts extended by suppliers on normal trade terms such Indebtedness; (d) Indebtedness in connection with purchases respect of goods and services which are not overdue for a period performance, surety or appeal bonds provided in the Ordinary Course of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit PartyBusiness, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (de) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Loan Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the Ordinary Course of any Credit Business of such Loan Party and its Subsidiaries (Subsidiaries; provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition or completion of construction or improvement of such property, and (ii) consisting of Capitalized Lease Obligations, in an aggregate amount for clause (i) and (ii), not to exceed $2,500,000 at any time outstanding; (f) Capitalized Lease liabilities Guaranty Obligations of a Loan Party in respect of Indebtedness of a Loan Party otherwise permitted hereunder, and Permitted Refinancings Guaranty Obligations of a Subsidiary of a Loan Party in respect of Indebtedness of a Loan Party or any Subsidiary of a Loan Party otherwise permitted hereunder; (g) Indebtedness in an aggregate amount not to exceed $250,000 at any time outstanding consisting of promissory notes issued by the Borrower or any Subsidiary to any stockholder of the Borrower or to future, present or former directors, officers, members of management, employees or consultants of the Borrower, the Borrower 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 Capital Stock of the Borrower permitted by Section 9.06; (h) non-recourse Indebtedness incurred by the Borrower or any of its Subsidiaries to finance the payment of insurance premiums of such Person; (i) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any of its Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (j) unsecured Indebtedness consisting of intercompany loans and advances made by or among any Loan Parties; provided that: (x) in the case of any Indebtedness of any Subsidiary that is not a Loan Party owing to any Loan Party, solely to the extent the related Investment shall be permitted under Section 9.05; (y) any Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be documented in the form of one or more notes (collectively, the “Intercompany Notes”) to evidence all such intercompany Indebtedness owing at any time by such non-Loan Party to such other Loan Party, which Intercompany Notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged and delivered to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; and (z) the obligations of each Subsidiary that is not a Loan Party under all Intercompany Notes shall be subordinated in right of payment to the Obligations hereunder in a manner satisfactory to the Administrative Agent; (k) non-recourse Indebtedness incurred in the Ordinary Course of Business by the Borrower or any of its Subsidiaries to finance the payment of insurance premiums of such Person, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance premiums; (l) Indebtedness owed in the Ordinary Course of Business to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any of its Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (m) to the extent constituting Indebtedness, contingent obligations arising under this clause 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 Borrower or any other Loan Party; (d)n) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; provided, that the aggregate amount of all any Indebtedness outstanding permitted pursuant to this clause (dn) shall not consist of, or be evidenced by, promissory notes or other instruments or agreements evidencing debt for borrowed money; (o) 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; (p) 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 Borrower and its Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time; (q) Indebtedness in respect of repurchase agreements constituting Cash Equivalents; (r) cash management obligations and Indebtedness incurred by the Borrower or any 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 Borrower and its Subsidiaries, and deposit accounts; (s) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; 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; (t) to the extent constituting Indebtedness, Guarantees in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (u) customer deposits and advance payments received in the Ordinary Course of Business from customers for goods and services purchased in the Ordinary Course of Business; (v) Indebtedness arising in connection with Hedging Agreements entered into in the Ordinary Course of Business (and not for speculative purposes) (a) to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or potential exposure (other than those in respect of Capital Stock of the Borrower or any of its Subsidiaries), including to hedge or mitigate foreign currency and commodity price risks and (b) 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 of the Borrower or any Subsidiary; (w) other Indebtedness not to exceed $5,000,000 in the aggregate at any time outstanding; provided, that if such Indebtedness is Funded Debt, such Indebtedness shall rank junior in priority to the Liens securing the Obligations; and (x) unsecured PPP Loans in a principal amount not to exceed $5,000,000;10,000,000 in the aggregate; provided, that (1) the Loan Parties shall be in compliance with Section 8.09 with respect to such PPP Loan and (2) such PPP Loan shall be on terms and subject to documentation reasonably acceptable to and approved in writing by the Administrative Agent. Notwithstanding any other provision in this Agreement to the contrary, any PPP Loan shall be only be permitted to be incurred under this Agreement pursuant to clause (x) of this Section 9.01.

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, except with respect to directorsany 2019 Convertible Notes, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period and (ii) in respect of more than ninety (90) days orperformance, if overdue for more than ninety (90) dayssurety or appeal bonds, as to which a dispute exists bid bonds and adequate reserves similar obligations provided in conformity with the Accounting Principles have been established on the books ordinary course of such Credit Partybusiness, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, replacement or construction of equipment any property of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition after such acquisition, replacement or completion of construction or improvement of such property) , and (ii) Capitalized Lease liabilities and Permitted Refinancings Liabilities, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,500,000; (e) Intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; (h) Hedging Obligations not prohibited by Section 9.11; (i) Second Lien Indebtedness in an aggregate principal amount not to exceed the Second Lien Cap Amount (as defined in the Intercreditor Agreement); (j) unsecured Indebtedness arising in connection with Permitted Acquisitions (including, without limitation, seller notes and earnouts) incurred after the PIK Termination Date, provided, that (i) the maximum amount of Indebtedness shall not exceed $25,000,000 in the aggregate or represent more than twenty percent (20%) of the purchase price for any Permitted Acquisition, (ii) all such Indebtedness shall be subordinated in right of payment to the Obligations and Second Lien Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent and Second Lien Agent, and (iii) the Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Permitted Acquisition shall not exceed 4.50:1.00; (k) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (l) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $2,000,000 and Permitted Refinancings thereof; (n) other unsecured Indebtedness not to exceed $1,000,000 at any time outstanding; and (o) Indebtedness of the Credit Parties in respect of the 2▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Notes, in an amount not to exceed $806,173; (p) Third Lien Indebtedness, to the extent subject to the Third Lien Subordination Agreement; and (q) the unsecured loan funded to Teligent Pharma, Inc. by Quaint Oak Bank and deposited in a newly-opened segregated deposit account to be maintained by Teligent Pharma, Inc., into which all unsecured loan proceeds, and for purposes of clarification, no other funds, will be deposited, as is guaranteed under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)) as added by Section 1102 of the Coronavirus Aid, Relief, and Economic Security Act (Public Law 116-136), and all regulations and guidance issued by any Governmental Authority with respect thereto, as in effect from time to time constituting the Paycheck Protection Program, in an aggregate amount not to exceed $3,349,094.12.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings (or, on and after the Amendment No. 4 Effective Date, Grindr ListCo) or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;

Limitation on Indebtedness. Each Credit Party (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to Incur any Indebtedness; provided, except for: (a) Indebtedness in respect however, that if no Default or Event of Default shall have occurred and be continuing at the time, or would occur as a consequence, of the Obligations;Incurrence of any such Indebtedness and its Restricted Subsidiaries may Incur Indebtedness under one or more Credit Facilities, the Company may Incur Indebtedness if immediately thereafter the ratio of (i) the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis outstanding as of the Transaction Date to (ii) the pro forma Consolidated Cash Flow (the "Indebtedness to Consolidated Cash Flow Ratio") for the preceding two full fiscal quarters multiplied by two, determined on a pro forma basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such two fiscal quarters, would be greater than zero and less than or equal to 6.0 to 1. (b) Notwithstanding the foregoing, (except for Indebtedness representing deferred compensation under subsection (viii) below) the Company and (except for Indebtedness under subsections (vi), (vii) and (x) below) any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness under one or more Credit Facilities, in an aggregate principal amount at any one time outstanding not to directorsexceed the greater of (x) Euro 200.0 million and (y) 80.0% of Eligible Accounts Receivable at any one time outstanding, officers subject to any permanent reductions required by any other terms of the Indenture; (ii) Indebtedness Incurred to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration) of network assets (including licenses), equipment, inventory or other tangible assets used or useful in the Permitted Business acquired by the Company or a Restricted Subsidiary (including acquisitions by way of real property, leasehold improvements, Capitalized Leases and employees acquisitions of Holdings the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the fair market value of the network assets, equipment, inventory or other tangible assets acquired) after the closing date or to finance or support working capital or capital expenditures for the Permitted Business; (iii) Indebtedness of any Restricted Subsidiary owing to and held by the Company, Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of any Restricted Subsidiary owing to and held by any other Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness not permitted by this clause (iii); and provided, further, that Indebtedness of the Company to a Restricted Subsidiary must be unsecured and subordinated in right of payment to the Notes; (iv) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness of the Company or a Restricted Subsidiary, other than Indebtedness Incurred under clauses (i), (iii), (v), (viii) and (xii) of this paragraph, and any refinancings thereof incurred in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, and reasonable fees and expenses); provided that such new Indebtedness shall only be permitted under this clause (iv) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced or refunded is pari passu with the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced or refunded is subordinated to the Notes, (C) the Stated Maturity of such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, is no earlier than the Stated Maturity of the Indebtedness being refinanced or refunded and (D) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, has a Weighted Average Life to Maturity which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness to be refinanced or refunded; and provided, further, that in no event may Indebtedness of the Company be refinanced or refunded by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iv); (v) Indebtedness (A) in respect of performance, surety or appeal bonds or letters of credit supporting Trade Payables, in each case provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, 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 of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred for the purpose of financing such acquisition by the Person acquiring all or any portion of such business, assets or Restricted Subsidiary), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (cvi) unsecured Indebtedness incurred Indebtedness, to the extent that the net proceeds thereof are promptly (A) used to repurchase Notes tendered in a Change of Control Offer or (B) deposited to defease all of the ordinary course of business of such Credit Party Notes as described in Sections 8.1 and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof8.2; (dvii) Indebtedness of the Company represented by the Notes (iother than the Additional Notes); (viii) evidencing Indebtedness represented by a Guarantee of the deferred purchase price Notes and Guarantees of newly acquired property or incurred other Indebtedness of the Company by a Restricted Subsidiary, in each case permitted by and made in accordance with Section 4.17; (ix) Acquired Indebtedness; (x) Indebtedness of (A) the Company not to finance exceed, at any one time outstanding, (A) 2.00 times the acquisition Net Cash Proceeds from (1) the issuance and sale after May 20, 1998, other than to a Subsidiary, of equipment Equity Interests (other than Redeemable Stock) of the Company and (2) capital contributions made in the Company after May 20, 1998 (other than by a Subsidiary) less, in each case, the amount of such Credit Party and its Subsidiaries proceeds used to make Restricted Payments as provided in Section 4.3(a) (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyC)(2) or to construct Section 4.3(b) (iii), (iv) or improve any fixed or capital assets (vii) and (B) the fair market value of any Credit Party Telecommunications Assets acquired by the Company or such Restricted Subsidiary in exchange for Equity Interests of the Company issued after May 20, 1998; provided, however, that in determining the fair market value of any such Telecommunications Assets so acquired, the fair market value of such Telecommunications Assets will be determined by a majority of the Board of Directors of the Company, which determination will be evidenced by a resolution thereof; and its Subsidiaries (provided, further, that such Indebtedness is incurred within ninety (90) days does not mature prior to the Stated Maturity of the acquisition or completion of construction or improvement of such property) Notes and (ii) Capitalized Lease liabilities and Permitted Refinancings the Weighted Average Life to Maturity of such Indebtedness under this clause is longer than that of the Notes; (d); provided, that the aggregate amount of all xi) Indebtedness outstanding pursuant as of the Issue Date; (xii) Indebtedness (in addition to this clause Indebtedness permitted under clauses (di) shall not through (xi) above) in an aggregate principal amount outstanding at any one time not to exceed $5,000,000;an amount equal to 5% of the Company's consolidated net tangible assets as of such date; and

Limitation on Indebtedness. Each Credit Party will The Company and each Guarantor shall not, and will shall not permit any of its respective Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become directly or indirectly liable, contingently or otherwise remain liable with respect to to, any Indebtedness, except for:(collectively, “Permitted Indebtedness”): (a) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness incurred pursuant to the First Lien Credit Agreement; (c) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.8; (d) Non-Recourse Debt not to exceed $25,000,000 in an aggregate principal amount at any time outstanding; (e) Indebtedness consisting of gas imbalances or obligations in respect of take or pay or other prepayments not exceeding the amount specified in Section 6.12; (f) Indebtedness in respect of Derivative Contracts permitted under Section 8.10; (g) guarantees by the Company and the Guarantors in respect of Indebtedness of the Company and such Guarantors otherwise permitted hereunder; provided, however, that if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations; (bh) Indebtedness representing deferred compensation of (i) of any Loan Party owing to directorsany other Loan Party, officers and employees of Holdings or (ii) any Subsidiary thereof incurred that is not a Loan Party owing to (A) any Subsidiary that is not a Loan Party or (B) a Loan Party in the ordinary course respect of businessan investment permitted under Section 8.4(i); (ci) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party (other than for borrowed money, purchase money Indebtedness or obligations with respect to Capital Leases) subject to Liens permitted under Section 8.1; (j) Capital Leases and its Subsidiaries and consistent with past practice purchase money obligations (including obligations in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods mortgage, industrial revenue bond, industrial development bond, and services which are not overdue for a period of more than ninety (90similar financings) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition purchase, repair or improvement of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of and any Credit Party and its Subsidiaries (Permitted Refinancing thereof; provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); providedhowever, that the aggregate amount of all Indebtedness at any one time outstanding pursuant to this clause described in Sections 8.5(j), (dl), (m) and (n) shall not exceed $12,500,000; (k) Indebtedness incurred by the Company or its Subsidiaries in a Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; provided, however, that the aggregate amount of all Indebtedness at any one time outstanding described in Sections 8.5(j), (l), (m) and (n) shall not exceed $12,500,000; (m) Indebtedness consisting of the financing of insurance premiums; provided, however, that the aggregate amount of all Indebtedness at any one time outstanding described in Sections 8.5(j), (l), (m) and (n) shall not exceed $12,500,000; or (n) in addition to the Indebtedness otherwise permitted under this Section 8.5, Indebtedness described in the definition thereof of the Loan Parties not to exceed at any time exceed outstanding, together with Indebtedness outstanding at such time described in Sections 8.5(j), (l) or (m), $5,000,000;12,500,000 in aggregate principal amount.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the FirstSecond Amendment Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Applicable Accounting Principles Standards have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) [intentionally omitted]; (e) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) 60 days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized shall not exceed the aggregate principal amount permitted in the definition of Permitted Capital Lease liabilities and Permitted Refinancings Debt; (f) Contingent Liabilities of such any Credit Party in respect of Indebtedness under this otherwise permitted hereunder of any Credit Party (other than Indebtedness described in clause (dl)(ii) below); provided, that the aggregate amount ; (g) non-recourse Indebtedness incurred by any Borrower or any Subsidiary to finance the 21029590V.1 payment of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000insurance premiums;

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, issue, assume, guarantee, assume or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forIndebtedness other than: (ai) Indebtedness in respect of under the ObligationsLoan Documents; (bii) Indebtedness representing deferred compensation to directors, officers and employees of Holdings obligations (contingent or otherwise) existing or arising under any Subsidiary thereof incurred Hedge Agreement entered into by it in the ordinary course of businessaccordance with Section 7.01(p); (ciii) unsecured Indebtedness existing as of the Closing Date as referenced in the financial statements delivered to the Lender and set out more specifically in Schedule 5.01(v) hereto; (iv) Indebtedness consisting of Capitalized Leases or Indebtedness incurred to provide all or a portion of the purchase price of furniture, fixtures and equipment, provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such furniture, fixture or equipment, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iii) the total amount of all such Indebtedness shall not exceed U.S.$1,000,000 at any time outstanding; (v) Indebtedness (a) incurred in the ordinary course of business in connection with Operating Costs associated with the purchase or acquisition of such Credit Party equipment, property and its Subsidiaries and consistent with past practice in respect assets (by way of open accounts and credit extended by suppliers on normal trade terms in connection with purchases of goods and services which are services) (b) owing under documentary letters of credit for the purchase of goods or other merchandise generally made in the ordinary course of business and (c) reclamation, performance, surety, bid, appeal or similar bonds or deposits arising in the ordinary course of business, provided that the total amount of all such Indebtedness shall not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofexceed U.S.$3,000,000 at any time outstanding; (dvi) unsecured intercompany Indebtedness (i) evidencing among the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgagesLoan Parties, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that so long as such Indebtedness is incurred within ninety expressly subordinated to the Loans; (90vii) days Indebtedness in respect of Taxes, assessments or charges of Governmental Authorities, and Indebtedness in respect of amounts accrued and payable in connection with employment, materials or supplies; and (viii) in the case of the acquisition or completion Guarantor, Indebtedness incurred in the ordinary course of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, business provided that the aggregate total amount of all such Indebtedness outstanding pursuant to this clause (d) shall not exceed U.S.$1,000,000 at any time exceed $5,000,000;outstanding.

Limitation on Indebtedness. Each Credit Party Borrower will not, and it will not cause or permit any of its Subsidiaries to, incur or be obligated on any Indebtedness, either directly or indirectly, createby way of Guarantee, incursuretyship or otherwise, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forother than: (i) the Obligations to the Agent and the Banks; (ii) Indebtedness relating to the employee benefit plans; (iii) Indebtedness described in clause (a) or (b) of the defined term Restricted Investment of this Agreement; (iv) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the Obligationsextent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.1(d) or Section 8.1(e); (bv) Indebtedness representing deferred compensation to directors, officers in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal and employees for which adequate provision as determined in accordance with GAAP has been made so long as execution is not levied thereunder and in respect of Holdings which Borrower or any Subsidiary thereof shall at the time in good faith be prosecuting an appeal or proceedings for review and a suspensive appeal bond in the full amount of such judgment or award shall have been obtained by Borrower or such Subsidiary with respect thereto; (vi) current liabilities of Borrower or any Subsidiary of Borrower incurred in the ordinary course of business not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (vii) endorsements for collection, deposits or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (cviii) unsecured Indebtedness incurred in respect of performance, surety or appeal bonds obtained in the ordinary course of Borrower's or any Subsidiary's business and in connection with transactions in the ordinary course of such Credit Party Borrower's or any Subsidiary's business; (ix) Indebtedness for any permitted declared and its Subsidiaries and consistent with past practice unpaid Distributions on Borrower's stock; (x) Indebtedness under Hedge Agreements; (xi) Indebtedness in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods the Separation and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereofRelated Agreements; (dxii) Indebtedness (inot otherwise permitted by this Section 8.2(a) evidencing in an amount not to exceed $30,000,000.00 in the deferred purchase price aggregate at any one time outstanding for Borrower and all Subsidiaries so long as not more than $10,000,000.00 of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety in any one fiscal year; (90xiii) days Indebtedness, in an amount not to exceed $20,000,000.00 in the aggregate at any one time outstanding for Borrower and all its Subsidiaries, in respect of guarantees issued in support of customer financing of down payments and other similar amounts relating to Exim Bank or other similar construction financing, which guarantees do not exceed 20% of the acquisition or completion purchase price of construction or improvement the subject vessel; (xiv) Indebtedness due in connection with the issuance of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that industrial revenue bonds by the Mississippi Economic Development Corporation not to exceed the aggregate principal amount of all Indebtedness outstanding pursuant to this clause $30,000,000.00; and (dxv) shall not at any time exceed $5,000,000;the Subordinated Notes.

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directorsexisting as of the FirstSecond Amendment Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees any Refinancing Indebtedness in respect of Holdings or any Subsidiary thereof incurred in the ordinary course of businesssuch Indebtedness; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Applicable Accounting Principles Standards have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) [intentionally omitted]; (e) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) 60 days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized shall not exceed the aggregate principal amount permitted in the definition of Permitted Capital Lease liabilities and Permitted Refinancings Debt; (f) Contingent Liabilities of such any Credit Party in respect of Indebtedness under this otherwise permitted hereunder of any Credit Party (other than Indebtedness described in clause (dl)(ii) below); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the ObligationsObligations (including Indebtedness under Specified Hedging Agreements and Bank Product Agreements, if any) and Indebtedness identified in Schedule 10.01 and any refinancing, extensions, renewals or replacements of such scheduled Indebtedness shall be permitted; (b) Indebtedness representing deferred compensation to directorsconstituting Investments, officers advances in respect of transfer pricing and employees of Holdings or any Subsidiary thereof incurred cost-sharing arrangements (i.e., “cost-plus” arrangements) that are (1) in the ordinary course of businessbusiness and consistent with the Borrowers’ historical practices and (2) funded not more than one hundred twenty (120) days in advance of the applicable transfer pricing and cost-sharing payment; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of bid, performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; provided that, notwithstanding the foregoing, Indebtedness in respect of this clause (ii) may be secured to the extent permitted pursuant to Section 10.02(e); (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d)Obligations; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed (I) prior to a Pricing Grid Election, $5,000,00015,000,000 or (II) on and after a Pricing Grid Election, the greater of (I) $15,000,000 and (II) 15% of Pro Forma Consolidated Adjusted EBITDA, and amendments, restatements, replacements, renewals, extensions and refinancings of any such Indebtedness that do not increase the outstanding principal amount thereof (except by accreted value plus an amount equal to accrued but unpaid interest, premiums and fees payable by the terms of such Indebtedness and reasonable fees, expenses, original issue discount and upfront fees incurred in connection with such amendment, restatement, replacement, renewal, extension or refinancing);

Limitation on Indebtedness. Each Credit Party (a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectlycreate, createissue, incur, issue, assume, guarantee, become liable in respect of or suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except forexcept: (ai) Indebtedness in respect of the Obligationsany Credit Party pursuant to any Credit Document; (bii) (A) the obligations of the Group Members party thereto (other than Trico Supply) under the Trico Supply Subordinated Indemnity and (B) until the Effective Date, Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in under the ordinary course of businessSenior Note Indenture; (ciii) Indebtedness of Trico Shipping under the Norwegian Revolving Facility; (iv) Indebtedness of Trico Shipping under the Norwegian Term Loan; Trico Marine DIP Credit Agreement (v) Indebtedness of TMI under the MARAD 2006 Notes and the MARAD 2014 Notes; (vi) unsecured intercompany Indebtedness of the Company or any of its Subsidiaries to the extent permitted by Section 6.6(a), (c), (g) or (h), provided that any such Indebtedness described in this clause shall be evidenced by a Subordinated Intercompany Note; (vii) Guarantee Obligations incurred in the ordinary course of business by the Company or any of such Credit Party and its Subsidiaries of obligations of any Guarantor and, subject to, and consistent with past practice in respect the circumstances contemplated by, Section 6.6(g), of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are any Subsidiary that is not overdue for a period of more than ninety Subsidiary Guarantor; (90viii) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established Indebtedness outstanding on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect date hereof and listed on Schedule 6.1(a)(viii) and any Permitted Refinancings thereof; (dix) Indebtedness (including Permitted Refinancings thereof) (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, construction or improvement of equipment or other property of such Credit Party and its either Borrower or any of the other Subsidiaries of the Company (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any Credit Party and its Subsidiaries business of the Person incurring such Indebtedness (provided, that such Indebtedness is incurred within ninety (90) 90 days of the acquisition or completion of acquisition, construction or improvement of such property) and (ii) Capitalized Capital Lease liabilities Obligations secured, in the case of each of clauses (i) and Permitted Refinancings (ii), by Liens permitted by Section 6.2(g) and in an aggregate principal amount for clauses (i) and (ii) taken together not to exceed $20,000,000 at any one time outstanding; (x) Hedge Agreements permitted under Section 6.10; (xi) until the Effective Date, unsecured prepetition Guarantee Obligations of such Trico Assets and Trico Operators of Indebtedness under this clause in respect of the Senior Notes in an aggregate principal amount not to exceed $250,000,000; and (d); providedxii) Indebtedness of either Borrower or any of the other Subsidiaries of the Company in respect of performance, surety, appeal or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of either Borrower or any of the other Subsidiaries of the Company, provided that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) such bonds shall not exceed $15,000,000 at any one time outstanding. (b) Notwithstanding the provisions of Section 6.1(a), the Company will not, and will not permit any of its Subsidiaries to, permit the aggregate Net Indebtedness of (x) the Group Members and (y) the Specified Group Members, in each case at any month-end during the period beginning with November 30, 2004 and ending May 31, 2005, to exceed $5,000,000;the amount specified for such item on the Maximum Net Indebtedness Budget. (c) Notwithstanding the provisions of Section 6.1(a), except for the Mirror Note, the Company will not permit TMIH or Trico Supply to directly or indirectly create, incur, assume or otherwise become or remain directly liable with respect to any Indebtedness (other than its Guaranty hereunder). Trico Marine DIP Credit Agreement

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation existing as of the Closing Date which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, except with respect to directorsany 2019 Convertible Notes, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessPermitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition acquisition, replacement or construction of equipment any property of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety one hundred twenty (90120) days of the acquisition after such acquisition, replacement or completion of construction or improvement of such property) , and (ii) Capitalized Lease liabilities and Permitted Refinancings Liabilities, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0002,875,000; (e) Intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; (h) Hedging Obligations not prohibited by Section 9.11; (i) First Lien Indebtedness in an aggregate principal amount not to exceed the First Lien Cap Amount (as defined in the Intercreditor Agreement); (j) unsecured Indebtedness arising in connection with Permitted Acquisitions (including, without limitation, seller notes and earnouts) incurred after the PIK Termination Date, provided, that (i) the maximum amount of Indebtedness shall not exceed $25,000,000 in the aggregate or represent more than twenty percent (20%) of the purchase price for any Permitted Acquisition, (ii) all such Indebtedness shall be subordinated in right of payment to the Obligations and First Lien Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent and First Lien Agent, and (iii) the Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Permitted Acquisition shall not exceed 4.75:1.00; (k) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (l) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $2,300,000 and Permitted Refinancings thereof; (n) other unsecured Indebtedness not to exceed $1,150,000 at any time outstanding; (o) Indebtedness of the Credit Parties in respect of the 2▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Notes, in an amount not to exceed $806,173; (p) Third Lien Indebtedness, to the extent subject to the Third Lien Subordination Agreement; and (q) the unsecured loan funded to Teligent Pharma, Inc. by Quaint Oak Bank, as is guaranteed under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)) as added by Section 1102 of the Coronavirus Aid, Relief, and Economic Security Act (Public Law 116-136), and all regulations and guidance issued by any Governmental Authority with respect thereto, as in effect from time to time constituting the Paycheck Protection Program.

Limitation on Indebtedness. Each No Credit Party will notwill, and will not or permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers existing as of the Closing Date which is identified on Schedule 7.24 and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businesswhich is not otherwise permitted by this Section 9.01; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice or Subsidiary in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of software, furniture, fixtures or equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any business of such Credit Party and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) 60 days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized Lease liabilities above shall not exceed $2,500,000 in the aggregate at any one time outstanding; (e) unsecured Guarantee Obligations incurred by any Credit Party (i) in respect of Indebtedness incurred by any Credit Party after the Closing Date to the extent such Indebtedness so guaranteed is permitted hereunder, (ii) in respect of Indebtedness incurred by any Real Estate SPE after the Closing Date to the extent such Indebtedness so guaranteed is permitted under Section 9.01(o) or 9.01(p), (iii) in respect of Indebtedness incurred by [***] Holdco after the Closing Date to the extent such Indebtedness so guaranteed is permitted under Section 9.01(q), or (iv) otherwise on behalf of any Non-Credit Party Subsidiary in an aggregate amount not to exceed $3,125,000 at any one time outstanding; provided that with respect to any Indebtedness incurred that is required to be subordinated to the Obligations, Guarantee Obligations of such subordinated Indebtedness shall also be subordinated to the Obligations on substantially the same terms as such subordinated Indebtedness; (f) Hedging Obligations permitted pursuant to Section 9.11; (g) unsecured Indebtedness of (i) any Credit Party owing to any other Credit Party, (ii) any Credit Party owing to any Non-Credit Party Subsidiary, so long as such Indebtedness is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in form and substance satisfactory to Administrative Agent and (iii) any Non-Credit Party Subsidiary owing to any Credit Party or any other Non-Credit Party Subsidiary; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; (j) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Credit Party or Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (k) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued and incurred in the ordinary course of business; (l) Indebtedness relating to judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g); (m) Indebtedness for reimbursement obligations with respect to letters of credit for the account of any Credit Party intended to provide security for payment obligations in the ordinary course of business in an aggregate amount not exceeding $5,000,000; (n) the Pennsylvania Mortgage Debt; (o) any Permitted Refinancings Third-Party Mortgage Debt; (p) any Indebtedness incurred by a Real Estate SPE, and any Refinancing Indebtedness in respect of such Indebtedness, in each case, in such amounts and pursuant to such terms as determined by such Real Estate SPE in its reasonable discretion; provided, however, that: (i) with respect to any such Indebtedness or such Refinancing Indebtedness (including, in each case, for the avoidance of doubt, obligations incurred in connection with sale-leaseback transactions) secured by a New Third-Party Mortgaged Property, the aggregate principal amount of such Indebtedness or such Refinancing Indebtedness secured by such New Third-Party Mortgaged Property, together with any other New Third Party Mortgaged Property or Permitted Third-Party Mortgaged Property securing such Indebtedness, shall not exceed an amount representing greater than a 85.00% loan-to-value ratio for all such Real Property, as determined from time to time by the most recent appraisals received by Administrative Agent with respect thereto, in each case, in form and substance reasonably acceptable to Administrative Agent, and (ii) with respect to the New Third-Party Mortgaged Properties, taken as a whole, the aggregate principal amount of such Indebtedness or such Refinancing Indebtedness secured by the New Third-Party Mortgaged Properties shall not exceed an amount representing greater than a 85.00% loan-to-value ratio for such New Third-Party Mortgaged Properties as determined from time to time by the most recent appraisals received by Administrative Agent with respect thereto, in each case, in form and substance reasonably acceptable to Administrative Agent; (q) any Indebtedness incurred by [***] Holdco, and any Refinancing Indebtedness in respect of such Indebtedness, in each case, in such amounts and pursuant to such terms as determined by [***] Holdco in its reasonable discretion; (r) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (s) customary obligations or undertakings constituting the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions with respect to any acquisitions or dispositions consummated in accordance with the terms hereof; (t) deferred purchase price obligations, earnouts and other similar contingent obligations, in each case, incurred by a Credit Party in connection with a Permitted Acquisition; (u) Indebtedness representing deferred compensation or other employment benefits owed to directors, officers, members of management or employees (in their capacities as such) of a Credit Party incurred in connection with such Credit Party’s employment programs, in each case, incurred in the ordinary course of business; (v) Indebtedness of any Credit Party consisting of the financing of insurance premiums in the ordinary course of business; (w) Permitted Subordinated Indebtedness of any Credit Party so long as the Payment Conditions are satisfied prior to the incurrence of any such Permitted Subordinated Indebtedness; (x) Indebtedness that may be deemed to exist pursuant to customary agreements providing for indemnification or purchase price adjustments in connection with Dispositions permitted under Section 9.04; (y) Indebtedness incurred pursuant to a revolving credit facility, so long as (i) the SAFE Banking Act or legislation with substantially the same impact on making banking services available to U.S. cannabis companies is passed by the United States Congress, (ii) the maximum principal amount available under such revolving credit facility shall not exceed $50,000,000, (iii) the terms thereof and the documentation evidencing such facility and any Liens securing such facility are reasonably acceptable to Administrative Agent, (iv) the obligations incurred with respect thereto are pari passu or subordinated to the Obligations and (v) the subordination or intercreditor agreement between Administrative Agent and the creditor providing such facility shall be reasonably acceptable to Administrative Agent, in full force and effect and not the subject of an Event of Default under Section 10.01(p) (the facility satisfying all of the foregoing criteria, the “Revolving Credit Facility”); and (z) other Indebtedness of any Credit Party; provided that the aggregate principal amount of such Indebtedness permitted by this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (dz) shall not exceed, at any time exceed outstanding, the greater of (i) 5.00% of the Total Assets of the Credit Parties and (ii) $5,000,000;6,250,000.

Limitation on Indebtedness. Each Credit Party Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers existing as of the Closing Date which is identified on Schedule 7.24 and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businesswhich is not otherwise permitted by this Section 9.01; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party Obligor and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyObligor and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party Obligor and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets used in the ordinary course of any Credit Party business of such Obligor and its Subsidiaries (provided, provided that such Indebtedness is incurred within ninety (90) 60 days of the acquisition or completion of construction or improvement of such property), and (ii) constituting Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and (ii) Capitalized shall not exceed the aggregate principal amount permitted in the definition of Permitted Capital Lease liabilities and Permitted Refinancings Debt; (e) Contingent Liabilities of any Obligor in respect of Indebtedness otherwise permitted hereunder of any Obligor (other than Indebtedness described in clause (k)(ii) below); ​ (f) non-recourse Indebtedness incurred by any Borrower or any Subsidiary to finance the payment of insurance premiums; (g) intercompany Indebtedness (i) between any Obligors, (ii) by any Obligor owing to any Subsidiary that is not an Obligor, so long as such Indebtedness under this clause is subject to a subordination agreement (d); providedor evidenced by a note which includes subordination terms) in form and substance satisfactory to Administrative Agent, (iii) between any Subsidiaries that are not Obligors, and (iv) by any Subsidiary that is not an Obligor owing to any Obligor in an aggregate amount not to exceed, when combined with the aggregate amount of all Indebtedness outstanding Investments made pursuant to this clause Section 9.05(d), $100,000; (dh) shall the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; (j) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Borrower or any Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person, in each case, in the ordinary course of business; (k) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued in the ordinary course of business in an aggregate amount not at to exceed (i) $100,000 in respect of each such surety bond, performance bond and similar instrument or (ii) $250,000 in respect of all such surety bonds, performance bonds and similar instruments in the aggregate; (l) Indebtedness of any time exceed $5,000,000;Obligor to the extent constituting an Investment permitted by

Limitation on Indebtedness. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries or any Licensed Insurance Entity to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (a) (i) Indebtedness in respect of the Obligations and (ii) subject to the terms of the Intercreditor Agreement, Indebtedness of the Borrower and other Credit Parties incurred in respect of the Second Lien Credit Agreement in an aggregate principal amount that does not exceed the Second Lien Debt Cap (as defined in the Intercreditor Agreement); provided that such Indebtedness is secured only by Liens permitted under Section 9.02(a)(ii); (b) Indebtedness representing deferred compensation to directorsexisting as of the Closing Date (other than the Convertible Senior Notes) which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of businessand, Permitted Refinancing Indebtedness thereof; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services services, which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty or Subsidiary and (ii) in respect of performance, surety or appeal bonds, bid bonds and similar obligations provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness mortgages or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (), provided, that such Indebtedness is incurred within ninety (90) days of the after such acquisition or completion of construction or improvement of such property) equipment, and (ii) Capitalized Lease liabilities and Permitted Refinancings Obligations, and, with respect to each of such Indebtedness under this clause (di) and (ii), Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,0006,000,000; (e) intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to surety and appeals bonds, bid bonds, performance bonds and other similar obligations; (g) Hedging Obligations not prohibited by Section 9.11; (h) Indebtedness incurred in the ordinary course of business to finance insurance policy premiums; (i) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protection, returned items, employee credit card programs and other similar services in connection with cash management and deposit accounts; (j) [reserved]; (k) 2025 Convertible Senior Notes and any Additional Notes exchanged therefor; (l) Additional Notes issued after the Closing Date; (m) Letters of credit and reimbursement obligations in respect thereof in favor of suppliers, landlords and other counterparties at any one time outstanding not to exceed $75,000,000 in the aggregate after taking into account any outstanding letters of credit and similar reimbursement obligations scheduled pursuant to Section 9.01(b), and Permitted RefinancingsRefinancing Indebtedness thereof; (n) Guarantee Obligations of any Credit Party and its Subsidiaries in respect of Indebtedness otherwise permitted hereunder or other obligations not prohibited hereunder; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the same extent; and (o) other unsecured Indebtedness not to exceed $7,500,000 at any time outstanding; (p) the Existing Earnout; (q) Indebtedness of the type set forth in Section 9.01(d) of a Person whose assets or Capital Stock are acquired by a Credit Party or any of its Subsidiaries in a Permitted Acquisition so long as (i) such Indebtedness was in existence prior to the date of such acquisition and was not incurred in connection with, or in contemplation of, such acquisition, (ii) no Credit Party (other than such Person so acquired in such acquisition or any other Person that such Person merges with or that acquires the assets of such Person in connection with such acquisition) shall have any liability or other obligation with respect to such Indebtedness, (iii) if such Indebtedness is secured, no Lien thereon shall extend to or cover any other assets other than the property or equipment acquired in such acquisition (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or attach to any other property of any Credit Party and (iv) the aggregate outstanding principal amount of such Indebtedness does not exceed $7,500,000 at any time; (r) Indebtedness consisting of promissory notes issued by any Credit Party or Subsidiary to former employees, officers, former officers, directors, and former directors (or any spouses, ex-spouses, beneficiaries, or estates of any of the foregoing) of any Credit Party or any Subsidiary issued to purchase or redeem Capital Stock of Parent (“Shareholder Redemption Notes”) issued in lieu of Restricted Payments permitted under Section 9.06(k); (s) Indebtedness (x) 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, (y) in respect of netting services, overdraft protection and other similar arrangements in connection with deposit or securities accounts in the ordinary course of business and (z) incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services, in each case, incurred in the ordinary course of business; (t) endorsement of negotiable instruments for deposit in the ordinary course of business; (u) unsecured contingent liabilities arising with respect to customary indemnification provisions or deferred purchase price adjustments in connection with any Investment permitted hereunder or in connection with any asset sale or other dispositions permitted hereunder; (v) Indebtedness in respect of (x) workers’ compensation claims and self-insurance obligations (in each case other than for or constituting an obligation for money borrowed), including guarantees or obligations of Parent, the Borrowers and their respective Subsidiaries with respect to letters of credit supporting such workers’ compensation claims and/or self-insurance obligations and (y) bankers’ acceptances, bank guarantees, letters of credit and bid, performance, surety bonds or similar instruments issued for the account of Parent, the Borrowers and their respective Subsidiaries in the ordinary course of business, including guarantees or obligations of any such Person with respect to bankers’ acceptances and bid, performance or surety and appeals obligations; (w) to the extent constituting Indebtedness, deferred compensation to employees, former employees, officers, former officers, directors, former directors, consultants (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in the ordinary course of business or in connection with the Transactions, the Amendment No. 1 Transactions, Permitted Acquisitions or other Investments permitted hereunder; (x) unsecured earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations of any Credit Party, to the extent subordinated to the Obligations on terms and conditions reasonably satisfactory to the Agents; and (y) the Amendment No. 1 Preferred Stock with an aggregate initial liquidation preference of $175,000,000 (and any increase to the liquidation preference thereof as a result of any accumulated dividends in respect thereof not paid in cash).

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing (i) evidencing the deferred compensation purchase price of newly acquired equipment or incurred to directorsfinance the acquisition of equipment of such Credit Party (pursuant to purchase money security arrangements or otherwise, officers and employees of Holdings whether owed to the seller or any Subsidiary thereof incurred a third party) used in the ordinary course of businessbusiness of such Credit Party (provided that such Indebtedness is incurred within 60 days of the acquisition of such property), or (ii) evidenced by Capitalized Leases into which such Credit Party enters for the acquisition of equipment used in the ordinary course of business of such Credit Party; provided that the aggregate outstanding principal amount of such Indebtedness under clauses (i) and (ii) of this clause (b) and clause (n) below shall not exceed $7,500,000 at any time, and provided, further, that Lenders shall have the right, but not an obligation, to advance all of such Indebtedness on substantially the same terms and conditions proposed to the applicable Credit Party or Subsidiary by any other Person within seven Business Days of receipt from such Credit Party or Subsidiary of a copy of the bona fide term sheet or offer of lease for such Indebtedness; (c) Indebtedness existing as of the Closing Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section 9.01; (d) Indebtedness in connection with any sale-leaseback transaction permitted by Section 9.09; (e) unsecured Indebtedness (i) incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) 90 days or, if overdue for more than ninety (90) 90 days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles GAAP have been established on the books of such Credit PartyParty and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (df) Guarantee Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder of any Credit Party (other than Indebtedness described in clauses (m) and (n) below); (g) non-recourse Indebtedness incurred by any Borrower or any Subsidiary to finance the payment of insurance premiums; provided, however, that such Indebtedness may be recourse if such Borrower or Subsidiary cannot obtain the applicable insurance premium financing for insurance that is in compliance with Section 8.03 with commercially reasonable terms on a non-recourse basis; (h) intercompany Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such between any Credit Party and its Subsidiaries Parties, (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third partyii) or to construct or improve any fixed or capital assets of by any Credit Party and its Subsidiaries (providedowing to any Subsidiary that is not a Credit Party, that so long as such Indebtedness is evidenced by a note which is pledged to Collateral Agent and is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in form and substance satisfactory to Collateral Agent, (iii) between any Subsidiaries that are not Credit Parties, and (iv) by any Subsidiary that is not a Credit Party owing to any Credit Party in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 9.05(d), $500,000; (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred within ninety in the ordinary course of business; (90k) days Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Borrower or any Subsidiary incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person, in each case, in the ordinary course of business; (l) Indebtedness in respect of surety bonds, performance bonds and similar instruments issued in the acquisition ordinary course of business in an aggregate amount not to exceed (i) $10,000,000 in respect of each such surety bond, performance bond and similar instrument or completion (ii) $25,000,000 in respect of construction all such surety bonds, performance bonds and similar instruments in the aggregate; and (m) Indebtedness relating to Judgments, including appeal bonds, or improvement awards not constituting an Event of Default under Section 10.01(g); (n) other Indebtedness incurred by Parent or Vireo Health in an aggregate outstanding amount not to exceed $7,500,000 at any time, so long as (i) unless such property) Indebtedness is being incurred to repay the Obligations, no Financial Covenant Event of Default exists and (ii) Capitalized Lease liabilities and Permitted Refinancings such Indebtedness is unsecured; provided that the aggregate outstanding principal amount of such Indebtedness under this clause (d); n) and clauses (i) and (ii) of clause (b) above shall not exceed $7,500,000 at any time, and provided, further, that Lenders shall have the aggregate amount right, but not an obligation, to advance all of all such Indebtedness outstanding pursuant on substantially the same terms and conditions proposed to this clause the applicable Credit Party or Subsidiary by any other Person within seven Business Days of receipt from such Credit Party or Subsidiary of a copy of the bona fide term sheet for such Indebtedness; and (do) shall not at any time exceed $5,000,000;obligations under Hedging Agreements permitted under Section 9.12.

Limitation on Indebtedness. Each Credit Party will The Company and each Guarantor shall not, and will shall not permit any of its respective Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist exist, or otherwise become directly or indirectly liable, contingently or otherwise remain liable with respect to to, any Indebtedness, except for:(collectively, “Permitted Indebtedness”): (a) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness incurred pursuant to the Second Lien Term Loan Agreement in an aggregate principal amount not to exceed $80,000,000; (c) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.8; (d) Non-Recourse Debt not to exceed $20,000,000 in an aggregate principal amount at any time outstanding; (e) Indebtedness consisting of gas imbalances or obligations in respect of take or pay or other prepayments not exceeding the amount specified in Section 6.12; (f) Indebtedness in respect of Derivative Contracts permitted under Section 8.10; (g) guarantees by the Company and the Guarantors in respect of Indebtedness of the Company and such Guarantors otherwise permitted hereunder; provided, however, that if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations; (bh) Indebtedness representing deferred compensation of (i) of any Loan Party owing to directorsany other Loan Party, officers and employees of Holdings or (ii) any Subsidiary thereof incurred that is not a Loan Party owing to (A) any Subsidiary that is not a Loan Party or (B) a Loan Party in the ordinary course respect of businessan investment permitted under Section 8.4(i); (ci) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party (other than for borrowed money, purchase money Indebtedness or obligations with respect to Capital Leases) subject to Liens permitted under Section 8.1; (j) Capital Leases and its Subsidiaries and consistent with past practice purchase money obligations (including obligations in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods mortgage, industrial revenue bond, industrial development bond, and services which are not overdue for a period of more than ninety (90similar financings) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition purchase, repair or improvement of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of and any Credit Party and its Subsidiaries (Permitted Refinancing thereof; provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); providedhowever, that the aggregate amount of all Indebtedness at any one time outstanding pursuant to this clause described in Sections 8.5(j), (dl), (m) and (n) shall not exceed $10,000,000; (k) Indebtedness incurred by the Company or its Subsidiaries in a Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; provided, however, that the aggregate amount of all Indebtedness at any one time outstanding described in Sections 8.5(j), (l), (m) and (n) shall not exceed $10,000,000; (m) Indebtedness consisting of the financing of insurance premiums; provided, however, that the aggregate amount of all Indebtedness at any one time outstanding described in Sections 8.5(j), (l), (m) and (n) shall not exceed $10,000,000; or (n) in addition to the Indebtedness otherwise permitted under this Section 8.5, Indebtedness described in the definition thereof of the Loan Parties not to exceed at any time exceed outstanding, together with Indebtedness outstanding at such time described in Sections 8.5(j), (l) or (m), $5,000,000;10,000,000 in aggregate principal amount.