Common use of Limitation on Indebtedness Clause in Contracts

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwise; (b) Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of business; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.

Limitation on Indebtedness. Neither the Borrower nor No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 7.09; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Effective Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 7.05 including Permitted Refinancings thereof; (d) (i) Indebtedness existing not to exceed $5,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 7.01(h) and Permitted Refinancings thereof and (ii) additional Capital Lease Obligations as a result of the date of this Agreement secured by liens sale and leasebacks permitted by subsection (a) of pursuant to Section 5.77.02(h); (e) Liabilities for taxes, assessments, governmental charges, liens or claims described Indebtedness consisting of the financing of insurance premiums in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; andOrdinary Course of Business; (f) unsecured intercompany Indebtedness permitted pursuant to Section 7.04(b) or otherwise described in respect of final judgments the Structure Memorandum; (g) subject to the Intercreditor Agreements, Indebtedness under (i) the Term Credit Agreement; provided, that such Indebtedness shall not exceed the Senior Term Debt Cap (as defined in the ABL/Term Intercreditor Agreement) and (ii) the Second Lien Credit Agreement; provided, that such Indebtedness shall not exceed the Junior Term Debt Cap (as defined in the ABL/Term Intercreditor Agreement), in each case, including Permitted Refinancings thereof; (h) other unsecured subordinated debt issued after the Effective Date by Holdings to former employees for the payment repurchase of money their Holdings Stock so long as such debt is subject to a subordination agreement in favor of the Administrative Agent and which permit no payments of any kind other than those permitted by Section 7.11(b) until the Finance Obligations are paid in full and all Commitments are terminated and contain such other terms and conditions as shall be reasonably satisfactory to the Administrative Agent; (i) other unsecured Indebtedness not in excess of $10,000 exceeding in the aggregate at any time outstanding $15,000,000; provided that such unsecured Indebtedness (excluding sums covered by insurancei) remaining unsatisfied shall not have scheduled amortization payments of principal or be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except for customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans, the satisfaction of all Letters of Credit (either Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent) and all other Finance Obligations), in effect for any period of less than thirty each case prior to the latest Maturity Date at the time such Indebtedness is incurred and (30ii) shall not be scheduled to mature or mature prior to the date that is one hundred and eighty (180) days after the latest Maturity Date at the time such Indebtedness is incurred; (j) Indebtedness incurred by Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; and (k) Indebtedness that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by Holdings or a Subsidiary thereof, as long as such Indebtedness was not incurred in respect contemplation of which such Person becoming a stay of execution shall have been obtained pending an appeal Subsidiary or proceeding for reviewsuch acquisition, and does not exceed $5,000,000 in the aggregate at any time.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of definition thereof and permitted pursuant to Section 5.9 and, upon any matured obligations actually arising pursuant thereto, the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoIndebtedness corresponding to the Contingent Obligations so extinguished; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Restatement Effective Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing not to exceed $5,000,000 (inclusive of such Indebtedness outstanding as of the date of this Agreement secured by liens permitted by subsection (aRestatement Effective Date) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 5.1(h) and Permitted Refinancings thereof; (excluding sums covered by insurancee) remaining unsatisfied unsecured intercompany Indebtedness permitted pursuant to Section 5.4(b); (f) Second Lien Indebtedness in an aggregate principal amount not to exceed the Maximum Second Lien Principal Amount (as defined in the Intercreditor Agreement) and Permitted Refinancings thereof, provided, that, after giving effect to the funding of any Incremental Term Loans (as defined in effect the Second Lien Credit Agreement), (x) the Borrower shall be in compliance with the financial covenant set forth in Section 6.2 on a pro forma basis, recomputed for any period of the most recent Fiscal Quarter for which financial statements have been delivered hereunder and (y) the Leverage Ratio on a pro forma basis would be less than thirty or equal to 4.75 to 1.00, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder; (30g) days or [Reserved]; (h) Indebtedness in respect of netting services and overdraft protections in connection with deposit accounts, in each case in the Ordinary Course of Business; provided, that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements and such Indebtedness is extinguished within five (5) Business Days; (i) Indebtedness owing to sellers constituting consideration for Permitted Acquisitions which is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to the Required Lenders; provided, that, with respect to any such Permitted Acquisition, the sum of such Indebtedness owing to sellers shall not exceed 10% of the total consideration paid for such Permitted Acquisition; (j) Indebtedness arising out of Permitted Acquisitions and consisting of obligations of any Credit Party under provisions relating to indemnification and earn-outs based on the income generated by the assets acquired in any such Permitted Acquisition after the consummation thereof; provided, that with respect to any such Permitted Acquisition, the maximum amount of such earn-outs payable in connection with such Permitted Acquisition shall not exceed $5,000,000, unless, at the time of such Permitted Acquisition, the Leverage Ratio on a stay of execution shall pro forma basis would be less than or equal to 4.75 to 1.00 after giving effect to such Permitted Acquisition (recomputed for the most recent Fiscal Quarter for which financial statements have been obtained pending delivered hereunder), in which case there shall be no limitation on the maximum amount of such earn-outs (other than as provided in the definition of Permitted Acquisitions); (k) Indebtedness assumed in connection with Permitted Acquisitions or Indebtedness of any Person existing at the time such Person is merged with or into or consolidated with, or becomes a Subsidiary of, the Borrower or any Subsidiary of the Borrower in connection with Permitted Acquisitions; provided, that (i) such Indebtedness is not incurred in connection with or in contemplation of such other Person merging with or into, or becoming a Subsidiary of the Borrower or Subsidiary, (ii) such Indebtedness is not subject to any Contingent Obligations except Contingent Obligations of Persons acquired in such Permitted Acquisition not created in connection with, or in contemplation of, such Permitted Acquisition, and (iii) the aggregate principal amount of such Indebtedness shall not exceed $1,500,000 at any time outstanding; (l) [reserved]; (m) Indebtedness incurred by a Foreign Subsidiary that is not a Credit Party for working capital or other general corporate purposes in an aggregate principal outstanding amount not exceeding $3,000,000 (or its equivalent in another currency or currencies) at any time which is not guaranteed by any Credit Party or its Subsidiaries or secured by the assets or Stock of any Credit Party or its Subsidiaries other than the assets of such Foreign Subsidiary or Stock of such Subsidiary that is not required to be pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations; (n) Indebtedness under Rate Contracts permitted pursuant to Section 5.9(b) (o) [reserved]; (p) (i) other unsecured Indebtedness not exceeding $5,000,000 in the aggregate at any time outstanding, of which no more than $2,500,000 shall constitute Indebtedness that is not Subordinated Indebtedness, and (ii) to the extent that the Leverage Ratio on a pro forma basis would be less than or equal to 4.75 to 1.00 immediately after giving effect to the incurrence thereof (recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder), additional unsecured Indebtedness not exceeding $7,500,000 in the aggregate at any time outstanding; (q) Indebtedness incurred in the Ordinary Course of Business in respect of netting services, overdraft protections, employee credit card programs and other similar services in connection with cash management and deposit accounts, Indebtedness in connection with drafts payable for payroll and other ordinary course expense items, and Indebtedness owed to depository banks for returned items incurred in the Ordinary Course of Business; (r) Indebtedness incurred in the Ordinary Course of Business to finance insurance policy premiums; (s) Indebtedness consisting of reimbursement obligations under appeal bonds and guaranties thereof and Letters of Credit required in the Ordinary Course of Business or proceeding in connection with the enforcement of rights or claims of any Credit Party or its Subsidiaries, in each case to the extent a Letter of Credit supports in whole or in part the obligations of any Credit Party or any of its Subsidiaries with respect to such bonds, guaranties and Letters of Credit; (t) other Indebtedness not exceeding $1,000,000 in the aggregate at any time outstanding; and (u) Indebtedness consisting of installment or deferred purchase price arrangements between a seller or vendor (or, in each case, any Affiliate of seller or vendor) of medical technology and/or related intellectual property and any Credit Party or its Subsidiaries, in an aggregate principal outstanding amount not exceeding $2,500,000. For purposes of determining compliance with Section 5.5, in the event that an item of Indebtedness meets the criteria of more than one of the clauses of this Section 5.5, the Borrower shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 5.5 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses. In addition, the Borrower may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause; provided that the Borrower would be permitted to incur such item of Indebtedness (or such portion thereof) pursuant to such other clause at such time of reclassification, Accrual of interest, accretion or amortization of original issue discount will not be deemed to be an incurrence of Indebtedness for reviewpurposes of this Section 5.5.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (a) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing as not to exceed the US Dollar Equivalent of $3,000,000 in the date aggregate at any time outstanding, consisting of this Agreement Capital Lease Obligations or secured by liens Liens permitted by subsection (a5.1(h) of Section 5.7and Permitted Refinancings thereof; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof unsecured intercompany Indebtedness permitted pursuant to the extent that payment thereof is not required by such Section 5.12; andsubsection 5.4(b); (f) Second Lien Indebtedness not to exceed $210,000,000 in the aggregate principal amount at any time outstanding issued pursuant to the Second Lien Indebtedness Documents, as such amount may be increased pursuant to and in accordance with the terms of the Intercreditor Agreement and, subject to the provisions of Section 5.11 hereof, Permitted Refinancings thereof; (g) Indebtedness consisting of the financing of insurance premiums in the Ordinary Course of Business; (h) Indebtedness for bank overdrafts or returned items incurred in the Ordinary Course of Business that are promptly repaid; (i) Indebtedness of Holdings incurred pursuant to Holdings Loans; (j) upon and after the consummation of the Global Reorganization, Indebtedness evidenced by the Hybrid Note; (k) Indebtedness incurred pursuant to the last paragraph of Section 5.7 hereof; (l) unsecured Indebtedness of Holdings evidencing the purchase price of Stock of Holdings or options or warrants thereof purchased by Holdings from current or former officers, directors and employees, provided such Indebtedness is subordinated to the Obligations on terms acceptable to US Agent; (m) unsecured Subordinated Indebtedness issued to sellers to satisfy a portion of the purchase price of a Permitted Acquisition so long as such Subordinated Indebtedness provides for no cash payment during the term of the Credit Agreement on account of principal, interest, fees or other amounts owing in respect thereof, such Subordinated Indebtedness has a maturity date no earlier than six (6) months after the Revolving Termination Date and such Subordinated Indebtedness is otherwise subject to subordination terms in favor of final judgments for Agents, Lenders and L/C Issuers on terms and conditions acceptable to US Agent; (n) unsecured earnouts not to exceed the payment of money not in excess US Dollar Equivalent of $10,000 5,000,000 in the aggregate at any time outstanding incurred in connection with a Permitted Acquisition; provided, for purposes of this clause (excluding sums covered n) earnouts shall be measured at the maximum amount thereof. (i) unsecured Indebtedness of a Target existing at the time the Target becomes a Subsidiary of a Borrower (or is amalgamated, merged into or consolidated with a Credit Party (other than Holdings)) pursuant to a Permitted Acquisition or Indebtedness assumed by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days a Borrower or its Subsidiaries in respect of which assets acquired by such Person pursuant to a stay Permitted Acquisition, but only to the extent that such Indebtedness was not incurred in connection with, as a result of, or in contemplation of, such Permitted Acquisition; provided, however, that in no event shall the aggregate amount of execution such Indebtedness outstanding at any time under this clause (o)(i) exceed the US Dollar Equivalent of $5,000,000 and (ii) secured Indebtedness of a Target existing at the time the Target becomes a Subsidiary of a Borrower (or is amalgamated, merged into or consolidated with a Credit Party (other than Holdings)) pursuant to a Permitted Acquisition or Indebtedness assumed by a Borrower or its Subsidiaries in respect of assets acquired by such Person pursuant to a Permitted Acquisition; provided, such Indebtedness (A) was not incurred in connection with, as a result of, or in contemplation of, such Permitted Acquisition, (B) is secured solely by assets of the Target so acquired and not by any assets of any Credit Party, (C) is not guaranteed by any Credit Party and (D) the aggregate amount of such Indebtedness outstanding at any time under this clause (o)(ii) does not exceed the US Dollar Equivalent of $5,000,000; (p) Indebtedness consisting of (i) letter of credit and/or revolving credit facilities (other than the ABN LC Facility) of Foreign Subsidiaries (other than Canadian Credit Parties) existing on the Closing Date and set forth on Schedule 5.5(p), (ii) one or more letter of credit and/or revolving credit facilities of Foreign Subsidiaries organized under the laws of the Republic of Korea obtained after the Closing Date provided the aggregate commitments of all such letter of credit facilities do not exceed the US Dollar Equivalent of $500,000, (iii) one or more letter of credit and/or revolving credit facilities of Foreign Subsidiaries organized under the laws of Japan obtained after the Closing Date provided the aggregate commitments of all such letter of credit and revolving credit facilities do not exceed the US Dollar Equivalent of $500,000, (iv) the ABN LC Facility and increases thereto representing additional Indebtedness thereunder not in excess of the US Dollar Equivalent of $1,500,000, (v) increases to any of the foregoing letter of credit and/or revolving credit facilities or new letter of credit and/or revolving credit facilities, in either case, made available to such Foreign Subsidiaries representing additional Indebtedness thereof not in excess of the US Dollar Equivalent of $5,000,000 in aggregate, and (vi) Permitted Refinancings thereof; (q) Indebtedness (not otherwise described in subsection 5.5(p)) of Foreign Subsidiaries (other than Canadian Credit Parties) (i) existing on the Closing Date and set forth on Schedule 5.5(q), (ii) increases to such Indebtedness in an aggregate amount not to exceed the US Dollar Equivalent of $1,500,000, (iii) incurred after the Closing Date in an aggregate amount not to exceed the US Dollar Equivalent of $2,000,000, and (iv) Permitted Refinancings of the foregoing; provided, in no event shall any such Indebtedness be guaranteed by any Credit Party or shall any Credit Party have been obtained pending an appeal any obligation in respect thereof or proceeding for reviewgrant any security therefor (except, solely with respect to guarantees by Credit Parties of such Indebtedness, to the extent expressly permitted pursuant to subsection 5.9(j)); (r) Indebtedness consisting of performance and surety bonds in favor of Indian tax and port authorities with respect to the importation of goods into India in the Ordinary Course of Business by the Credit Parties and their Subsidiaries, to the extent required by such tax and port authorities; and (s) other unsecured Indebtedness not exceeding in the aggregate at any time outstanding the US Dollar Equivalent of $5,000,000.

Limitation on Indebtedness. Neither (a) On and after the Borrower nor Issue Date, (x) the Company will not, and will not permit any of its Restricted Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, incur any Indebtedness (including Acquired Debt); (y) the Company will not, and will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock (including Acquired Disqualified Stock); and (z) the Company will not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, however, that the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and the Company and the Subsidiary Guarantors may issue shares of Disqualified Stock (including Acquired Disqualified Stock) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which term shall include: all indebtednessfinancial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected determined on the balance sheet a pro forma basis (including a pro forma application of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheetnet proceeds therefrom), except foras if the additional Indebtedness had been incurred or the Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter period, with any letters of credit and bankers' acceptances being deemed to have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the Credit Facility in an aggregate principal amount at any time outstanding not to exceed an amount equal to $800 million less the aggregate principal amount of all mandatory repayments (other than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Credit Facility) applied after August 24, 2001 to (a) repay loans (other than revolving credit loans) outstanding thereunder or (b) permanently reduce the Note revolving credit commitments thereunder (and any other obligations owed the incurrence by its Subsidiaries of Guarantees thereof); provided that, if the aggregate principal amount of Indebtedness pursuant to the Lender under this Agreement or otherwiseCredit Facility permitted to be incurred hereby is reduced as a result of any mandatory repayment made in connection with the Company's entry into a Receivables Facility, then such aggregate principal amount permitted to be incurred shall be increased by the amount of such previous reduction if and when such Receivables Facility is terminated; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes (including any Additional Dividend Notes but not any Additional Notes), and Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the Borrower existing as of the date type described in clauses (i), (ii), (v) through (xii) or (xiv) of this Agreement which is specifically disclosed in Schedule 5.5 attached heretocovenant); (civ) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or the Net Proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness representing that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clauses (ii) or (iii) above or (xiii) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (1) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes or the Subsidiary Guarantee, as the case may be, and (2)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness or any receivable or liability to which such Hedging Obligation relates or (B) managing fluctuations in the price or cost of raw materials, manufactured products or related commodities; provided that such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade debtletters of credit or documentary letters of credit, wages, employee benefits, advance payments on sales contracts and other indebtedness in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary; (dix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness existing or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $25 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in the aggregate principal amount (or accreted value, as applicable) of which, together with all other Indebtedness at the time outstanding and incurred in reliance upon this clause (xi), does not exceed $10 million; (xii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of this Agreement secured by liens permitted by subsection such incurrence would have been at least 2.0 to 1, determined on a pro forma basis (a) of Section 5.7including giving pro forma effect to the applicable transaction related thereto); (exiv) Liabilities for taxes, assessments, governmental charges, liens or claims described the incurrence by Equistar Funding of Indebtedness as a co-issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant; (xv) the incurrence of Indebtedness represented by industrial revenue bonds to finance capital expenditures incurred to reduce NOx emissions in Section 5.12 hereof the Houston/Galveston region pursuant to the extent that payment thereof is not required by such Section 5.12a Texas Natural Resource Conservation Commission plan; and (fxvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness or the incurrence of Disqualified Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Disqualified Stock at the time outstanding and incurred in reliance on this clause (xvi), does not exceed $100 million. (b) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify such item of Indebtedness or Preferred Stock in any matter that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the clauses or the first paragraph hereof, as the case may be, designated by the Company. The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (c) The amount of final judgments Indebtedness outstanding under the Credit Facility for purposes of clause (i) of the payment second paragraph of money not Section 4.06(a) shall exclude any amounts paid as interest-in-kind in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which connection with a stay of execution shall have been obtained pending an appeal or proceeding for reviewPermitted Dividend.

Limitation on Indebtedness. Neither the Borrower nor The Company will not and will not permit any of its Restricted Subsidiaries to incur Indebtedness, and will create, incur, assume, or become, be or remain liable in not permit any manner in respect of, or allow Restricted Subsidiary to exist, issue preferred stock; provided that the Company and/or any of its Restricted Subsidiaries may incur Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet Restricted Subsidiaries of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by Company may issue preferred stock if one of the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forfollowing conditions have been satisfied: (a) the Note and any other obligations owed The Company shall have delivered to the Lender Trustee a certificate from an Authorized Officer of the Company certifying that the amount of all Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under this Agreement or otherwise;Permitted Senior Debt Hedging Instruments) outstanding, after giving effect to the incurrence of such Indebtedness, is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Indenture Projected Fixed DSCR of at least 1.40:1.00 through the terms of such Qualifying LNG SPAs (with such ratio calculated using such Qualifying LNG SPAs, and using an interest rate equal to the weighted average interest rate of Senior Debt (excluding Working Capital Debt) outstanding after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom); or (b) Indebtedness The Company has obtained and delivered to the Trustee a Rating Reaffirmation in respect of the Borrower existing as Notes after giving effect to the incurrence of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto;such Indebtedness; or (c) If falling within any of the categories in paragraphs (1) through (17) below (for the avoidance of doubt, including any Additional Senior Debt, incurred in accordance with the provisions described under Section 4.09): (1) Senior Debt, including the Initial Senior Debt and any Additional Senior Debt, incurred in accordance with Section 4.09; (2) Indebtedness representing trade debtexpressly contemplated by a Finance Document to which the Trustee is a party; (3) Indebtedness incurred in the ordinary course of business pursuant to a Material Project Agreement; (4) Subordinated Debt; (5) intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, wageshowever, employee benefitsthat: (A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, advance payments on sales contracts such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Senior Debt Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other indebtedness than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (c)(5); (6) Indebtedness incurred under Permitted Hedging Instruments not covered under clause (c)(1); (7) Indebtedness in respect of any bankers’ acceptances, letters of credit, warehouse receipts or similar facilities, in each case, incurred in the ordinary course of business; (d) 8) purchase money Indebtedness existing as and capital leases or guarantees of the date same, in a principal amount not exceeding $100,000,000 in the aggregate outstanding at any one time to finance the purchase or lease of this Agreement assets for the Development other than those financed with the proceeds of Senior Debt; provided that, if such obligations are secured, they are secured only by liens permitted by subsection (a) of Section 5.7Liens upon the assets being financed; (e9) Liabilities other unsecured Indebtedness in an aggregate amount not to exceed $100,000,000 for taxesgeneral corporate purposes, assessmentsincluding all Permitted Refinancing Indebtedness thereof; (10) other unsecured Indebtedness in an aggregate amount not to exceed $400,000,000 to finance Permitted Development Expenditures, governmental chargesan Expansion or any other Development Expenditures, liens or claims described in Section 5.12 hereof including all Permitted Refinancing Indebtedness thereof; (11) to the extent that payment thereof is not required constituting Indebtedness, indebtedness arising from honoring by such Section 5.12; anda bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course or other cash management services in the ordinary course of business; (f12) Indebtedness in respect of final judgments for netting services, overdraft protections and otherwise in connection with deposit accounts; (13) contingent liabilities incurred in the ordinary course of business, including the acquisition or sale of goods, services, supplies or merchandise in the normal course of business, the endorsement of negotiable instruments received in the normal course of business and indemnities provided under any of the Finance Documents or Material Project Agreements; (14) to the extent constituting Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, indemnification obligations, obligations to pay insurance premiums, take-or-pay obligations contained in supply agreements and similar obligations incurred in the ordinary course of business; (15) trade debt, trade accounts, purchase money obligations or other similar Indebtedness incurred in the ordinary course of business, which (i) is not more than 90 days past due or (ii) is being contested in good faith and by appropriate proceedings; (16) Indebtedness in an amount not to exceed $250,000,000 to finance restoration of the Development following damage, loss or destruction of all or a material portion of the Project Facilities or an Event of Taking, including any refinancing thereof; and (17) Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Company and its Restricted Subsidiaries in the ordinary course of business. For purposes of determining compliance with this Section 4.08, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness permitted pursuant to the paragraphs (c)(1) through (17) of this covenant, the Company will be permitted to classify or divide such item of Indebtedness on the date of its incurrence, or later reclassify or redivide all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The accrual of interest, the accretion or amortization of original issue discount, the payment of money not in excess of $10,000 interest on any Indebtedness in the aggregate at form of additional Indebtedness with the same terms, or the reclassification of preferred stock as Indebtedness due to a change in accounting principles will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount of any time such accrual, accretion or payment of Indebtedness constituting Senior Debt is included in Senior Debt Obligations of the Company as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. The amount of any Indebtedness outstanding as of any date will be: (excluding sums covered by insurancea) remaining unsatisfied and the accreted value of the Indebtedness, in effect for the case of any period of less than thirty Indebtedness issued with original issue discount; (30b) days or in respect of which Indebtedness of another Person secured by a stay Lien on the assets of execution shall have been obtained pending an appeal or proceeding for reviewthe specified Person, the least of: (1) the Fair Market Value of such asset at the date of determination; (2) the amount of the Indebtedness of the other Person; and (3) the principal amount of the Indebtedness, in the case of any other Indebtedness.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party created hereunder and under the other Loan Documents; (b) unsecured Indebtedness of the Borrower owing to any Subsidiary, and of any Subsidiary owing to the Borrower or becomeany other Subsidiary, to the extent constituting an Investment permitted by Section 6.06(c); provided that (i) any such Indebtedness owed to a Loan Party shall be or remain liable in any manner in respect of, or allow evidenced by a promissory note that shall be pledged to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which the Collateral Agent in accordance with generally accepted accounting principles would the terms of the Guarantee and Collateral Agreement and (ii) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be reflected subject to and evidenced by the Subordinated Intercompany Note; (c) Indebtedness in respect of Capital Lease Obligations and Purchase Money Obligations financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (d) Indebtedness outstanding on the balance sheet Closing Date and listed on Schedule 6.01 and any Permitted Refinancing Debt in respect thereof; (e) Guarantee Obligations by Holdings, the Borrower or any Subsidiary in respect of any Indebtedness of the Borrower or any Subsidiary otherwise permitted to be incurred by the Borrower or such Subsidiary hereunder; provided that (A) no Guarantee Obligations in respect of any Junior Indebtedness shall be permitted unless the guaranteeing party shall have also provided a guarantee of the Obligations on the terms set forth in the Guarantee and Collateral Agreement and (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations on terms at least as a liabilityfavorable to the Lenders as those contained in the subordination of such Indebtedness; (f) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business, and not for speculative purposes, to protect against (i) changes in interest rates or (ii) changes in commodity prices or foreign exchange rates; provided however, that the aggregate amount of all indebtedness, obligations and liabilities, whether or such Indebtedness under this clause (ii) at any one time outstanding shall not assumed by exceed $1,000,000; (g) Indebtedness of the Borrower or any Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five Business Days; (i) Indebtedness of the Borrower or any Subsidiary in the form of earn-outs, indemnification, incentive, non-compete, consulting or other similar arrangements and other contingent obligations in respect of any Investments permitted by Section 6.06 (before any liability associated therewith becomes fixed) and (ii) Indebtedness incurred by the Borrower or any Subsidiary arising from agreements providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the Disposition of any business, assets or Subsidiary; (i) Indebtedness of the Borrower or any Subsidiary in respect of letters of credit, secured by bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments created or issued in the ordinary course of business in connection with 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 any mortgagereimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof (or within such longer period as is permitted without interest or other charges under the benefit plan under which reimbursement is to be made); (j) obligations in respect of performance, pledge or lien existing on property owned bid, customs, government, appeal and surety bonds, performance and completion guaranties and similar obligations provided by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwise; (b) Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred each case in the ordinary course of business; (dk) Indebtedness existing as owing to any insurance company in connection with the financing of the date of this Agreement secured by liens any insurance premiums permitted by subsection (a) such insurance company in the ordinary course of Section 5.7business; (ei) Liabilities for taxes, assessments, governmental charges, liens Indebtedness representing deferred compensation or claims described stock-based compensation to employees of Holdings or any Subsidiary incurred in Section 5.12 hereof the ordinary course of business and (ii) Indebtedness consisting of obligations of Holdings or any Subsidiary under deferred compensation or other similar arrangements incurred in connection with the Transactions and any Investment permitted hereunder; (m) to the extent constituting Indebtedness, take-or-pay obligations contained in supply arrangements; (n) the Revolving Loan Indebtedness (and any refinancing in respect of such Revolving Loan Indebtedness that payment thereof is incurred in accordance with the terms of the Intercreditor Agreement); (o) Indebtedness in connection with treasury management and commercial credit card, merchant card and purchase or procurement card services entered into in the ordinary course of business; (p) additional Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not required to exceed $2,500,000 at any one time outstanding; (q) unsecured Indebtedness in the form of the SBA PPP Loan the aggregate principal amount of which does not exceed $10,000,000 at any time; (r) (i) Indebtedness and (ii) Guarantee Obligations or letters of credit, bank guaranties, surety bonds and similar instruments, in each case (x) incurred in the ordinary course of business in respect of obligations owed to suppliers, customers, franchisees, lessors, licensees or sublicensees or (y) otherwise constituting Investments permitted by such Section 5.126.06(w); (s) Indebtedness of the Mexican Subsidiaries under the Mexican ABL Credit Facility (and any refinancing in respect thereof); and (ft) Indebtedness all premium (if any), interest (including post-petition interest), fees, expenses, charges, amortization of original issue discount, interest paid in respect of final judgments for the payment of money not kind and additional or contingent interest on obligations described in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insuranceSection 6.01(a) remaining unsatisfied and in effect for any period of less than thirty (30through Section 6.01(s) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewabove.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness under the Note and any other obligations owed to the Lender under this Agreement or otherwiseLoan Documents; (b) other Indebtedness (which shall be unsecured or secured by Liens on the Collateral that are junior to the Liens on the Collateral securing the Obligations pursuant to the terms of an Acceptable Intercreditor Agreement) (and any Permitted Refinancing thereof) (any Indebtedness incurred pursuant to this subclause 5.5(b), “Permitted Junior Indebtedness”); provided that any such Indebtedness shall: (i) have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Borrower existing as Initial Term Loans (without giving effect to any prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans or such other Indebtedness); (ii) not have a final scheduled maturity date earlier than the date that is 91 days after the Term Loan Maturity Date of the Initial Term Loans; (iii) not require payment of interest in cash in excess of 7% per annum and shall not require the payment of interest in cash unless the Junior Financing Cash Pay Conditions are satisfied on a Pro Forma Basis; (iv) otherwise be subject to terms (excluding pricing, fees, rate floors and optional prepayment or redemption terms) no more favorable to the Credit Parties, taken as a whole (as reasonably determined by the Borrower), than the terms of this Agreement which is specifically disclosed and the other Loan Documents; provided that any maintenance covenant levels in Schedule 5.5 attached heretothe definitive documentation governing such Indebtedness are set at a cushion of not less than 20% to the corresponding maintenance covenant levels set forth in this Agreement; (v) the Net Proceeds thereof shall be applied to prepay Term Loans, and Revolving Loans (or deposit proceeds with the Revolver Agent) and reduce the Revolving Loan Commitments, in each case, in accordance with subsection 1.8(f); (vi) have no obligors other than the Credit Parties existing under the Loan Documents at the time of incurrence; and (vii) shall, to the extent secured, (x) only be secured by assets that constitute Collateral and (y) be subject to an Acceptable Intercreditor Agreement; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of businessPermitted Refinancings thereof; (d) Indebtedness existing as consisting of Capital Lease Obligations or other Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the date cost of this Agreement secured by liens permitted by subsection (a) of Section 5.7acquiring, holding or improving Property, and any Permitted Refinancing thereof, not to exceed $5,000,000 in the aggregate at any time outstanding; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof unsecured intercompany Indebtedness permitted pursuant to the extent that payment thereof is not required by such Section 5.12; andsubsection 5.4(b); (f) [reserved]; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; (h) Indebtedness owed to insurance companies or insurance brokers incurred in the Ordinary Course of Business with respect to financing of final judgments for the payment of money insurance premiums; (i) other unsecured Indebtedness not in excess of $10,000 exceeding in the aggregate at any time outstanding $15,000,000; provided that (excluding sums covered x) such Indebtedness shall not require payment of interest in cash in excess of 7% per annum and the principal amount thereof shall not amortize, (y) such Indebtedness shall not require the payment of interest in cash unless the Junior Financing Cash Pay Conditions are satisfied on a Pro Forma Basis and (z) no Event of Default shall have occurred and be continuing at the time of incurrence thereof; (j) obligations (contingent or otherwise) existing or arising under any Rate Contracts; provided that such obligations are (or were) entered into by insurancesuch Person for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated to be held 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;”; (k) remaining unsatisfied Guarantees by the Borrower and in effect for any period of less than thirty (30) days or the Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary otherwise permitted hereunder; (l) [reserved]; (m) [reserved]; (n) [reserved]; (o) Indebtedness in respect of netting services, overdraft protections and similar services in connection with deposit accounts to the extent incurred in the Ordinary Course of Business; (p) Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors, employees and consultants, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 5.7; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (r) [reserved]; (s) [reserved]; (t) [reserved]; (u) Indebtedness incurred by any Credit Party or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the Ordinary Course of Business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims to the extent such Indebtedness is not outstanding more than 30 days; and (v) Indebtedness which may be deemed to exist pursuant to any performance and completions guaranties, surety bonds, performance bonds, appeal bonds or similar obligations incurred in the Ordinary Course of Business and consistent with past practices. 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 stay 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 execution 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 obtained pending exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an appeal incurrence of Indebtedness for purposes of this Section 5.5. The principal amount of any non-interest bearing Indebtedness or proceeding for reviewother discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower prepared in accordance with GAAP as of the date of incurrence thereof.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) Holdings will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that Holdings or any Restricted Subsidiary may Incur Indebtedness if on the Note and any other obligations owed date of the Incurrence of such Indebtedness, after giving effect to the Lender under this Agreement Incurrence thereof, the Consolidated Coverage Ratio would be equal to or otherwise;greater than 2.00:1.00. (b) Notwithstanding the foregoing Subsection 8.1(a), Holdings and its Restricted Subsidiaries may Incur the following Indebtedness: (i) (I) Indebtedness Incurred by Holdings and the Guarantors (a) pursuant to this Agreement and the other Loan Documents, (b) constituting Additional Obligations (and Refinancing Indebtedness in respect thereof), (c) constituting Rollover Indebtedness (and Refinancing Indebtedness in respect thereof), (d) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection 2.9 and any Refinancing Indebtedness in respect thereof and (e) pursuant to the Senior ABL Facility, in a maximum principal amount for all such Indebtedness at any time outstanding under this clause (b)(i)(I) not exceeding in the aggregate the amount equal to the sum of (A) $2,330.0 million plus (B) the greater of (x) $1,900.0 million and (y) an amount equal to (1) the North American Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Domestic Subsidiaries and then outstanding pursuant to Subsection 8.1(b)(ix), plus (C) without duplication of incremental amounts included in the definition of “Refinancing Indebtedness,” in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing, and (II) Indebtedness Incurred by Holdings and the Guarantors (a) pursuant to this Agreement and the other Loan Documents, (b) constituting Additional Obligations, (c) constituting Rollover Indebtedness and (d) in respect of Permitted Debt Exchange Notes Incurred pursuant to a Permitted Debt Exchange in accordance with Subsection 2.9, in an aggregate principal amount for all such Indebtedness outstanding after giving effect to such Incurrence not in excess of the Borrower existing as Maximum Incremental Facilities Amount (for purposes of determining the amount outstanding pursuant to clause (i) of the date definition of “Maximum Incremental Facilities Amount,” treating Additional Obligations, Refinancing Indebtedness, Rollover Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of Indebtedness Incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (and Refinancing Indebtedness and Permitted Debt Exchange Notes Incurred pursuant to this Subsection 8.1(b)(i)(II) in respect of such Additional Obligations, Refinancing Indebtedness, Rollover Indebtedness and/or Permitted Debt Exchange Notes) as outstanding pursuant to such clause), together with Refinancing Indebtedness in respect of the Indebtedness described in subclauses (a), (b) (c) and (d) of this Agreement which is specifically disclosed clause (II), plus, without duplication of incremental amounts included in Schedule 5.5 attached heretothe definition of “Refinancing Indebtedness,” the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such Refinancing Indebtedness; (cii) Indebtedness representing (A) of any Restricted Subsidiary to Holdings, or (B) of Holdings or any Restricted Subsidiary to any Restricted Subsidiary; provided that in the case of this Subsection 8.1(b)(ii), any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to Holdings or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this Subsection 8.1(b)(ii); (iii) (A) Indebtedness represented by the Senior Notes, (B) any Indebtedness (other than the Indebtedness pursuant to this Agreement and the other Loan Documents described in Subsections 8.1(b)(i)) outstanding (or Incurred pursuant to any commitment outstanding) on the Closing Date and set forth on Schedule 8.1 and (C) any Refinancing Indebtedness Incurred in respect of any Indebtedness (or unutilized commitments) described in this Subsection 8.1(b)(iii) or Subsection 8.1(a); (iv) Purchase Money Obligations, Capitalized Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto; provided that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock of any Person, at any time outstanding pursuant to this clause shall not exceed an amount equal to the greater of $300.0 million and 5.0% of Consolidated Total Assets; (v) Indebtedness (A) supported by a letter of credit issued in compliance with this Subsection 8.1 in a principal amount not exceeding the face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade debtcreditors of Holdings or any of its Restricted Subsidiaries; (vi) (A) Guarantees by Holdings or any Restricted Subsidiary of Indebtedness or any other obligation or liability of Holdings or any Restricted Subsidiary (other than any Indebtedness Incurred by Holdings or such Restricted Subsidiary, wagesas the case may be, employee benefitsin violation of this Subsection 8.1), advance payments on sales contracts and or (B) without limiting Subsection 8.6, Indebtedness of Holdings or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of Holdings or any Restricted Subsidiary (other indebtedness than any Indebtedness Incurred by Holdings or such Restricted Subsidiary, as the case may be, in violation of this Subsection 8.1); (vii) Indebtedness of Holdings or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds in the ordinary course of business (provided that such Indebtedness is extinguished in the ordinary course of business), or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person; (viii) Indebtedness of Holdings or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, (C) Hedging Obligations, entered into for bona fide hedging purposes, (D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums in the ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary course of business, (G) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which Holdings or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement, (H) Junior Capital in an aggregate principal amount at any time outstanding not to exceed the greater of $250.0 million and 4.50% of Consolidated Total Assets or (I) Bank Products Obligations; (dix) Indebtedness existing (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to Holdings or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness shall become recourse to Holdings or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by Holdings as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Subsection 8.1 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), Holdings may classify such Indebtedness in whole or in part as Incurred under this Subsection 8.1(b)(ix); (x) Indebtedness of (A) Holdings or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into Holdings or any Restricted Subsidiary; or (B) any Person that is acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation), provided that on the date of such acquisition, merger or consolidation, after giving effect thereto, either (1) Holdings would have a Consolidated Total Leverage Ratio equal to or less than 5.00:1.00 or (2) the Consolidated Total Leverage Ratio of Holdings would equal or be less than the Consolidated Total Leverage Ratio of Holdings immediately prior to giving effect thereto; provided, further, that if, at Holdings’ option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, pro forma effect is given to the Incurrence of the entire committed amount of such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this Agreement secured by liens permitted by subsection clause (a) of Section 5.7x); and any Refinancing Indebtedness with respect to any such Indebtedness; (exi) Liabilities for taxesContribution Indebtedness and any Refinancing Indebtedness with respect thereto; (xii) Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with Subsection 8.1(a), assessmentsand any Refinancing Indebtedness with respect thereto; (xiii) Indebtedness of Holdings or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $400.0 million and 7.0% of Consolidated Total Assets; (xiv) Indebtedness of Holdings or any Restricted Subsidiary Incurred as consideration in connection with any acquisition of assets (including Capital Stock), governmental chargesbusiness or Person, liens or claims described any merger or consolidation of any Person with or into Holdings or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in Section 5.12 hereof an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $400.0 million and 7.0% of Consolidated Total Assets; and (xv) Indebtedness of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to (I) the greater of (x) $400.0 million and (y) 7.0% of Foreign Consolidated Total Assets plus (II) an amount equal (but not less than zero) to (A) the Foreign Borrowing Base less the Foreign Borrowing Base as calculated on March 31, 2015 less (B) the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Foreign Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b) in excess of the amount set forth in the immediately preceding clause (A) plus (III) in the event of any refinancing of any Indebtedness Incurred under this clause (xv), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Subsection 8.1, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Subsection 8.1) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that payment thereof is not required by such Section 5.12Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; and (fii) in the event that Indebtedness Incurred pursuant to Subsection 8.1(b) meets the criteria of more than one of the types of Indebtedness described in Subsection 8.1(b), Holdings, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in respect one or more of final judgments the clauses of Subsection 8.1(b) (including in part under one such clause and in part under another such clause); provided that (if Holdings shall so determine) any Indebtedness Incurred pursuant to Subsections 8.1(b)(iv), 8.1(b)(vii), 8.1(b)(xiii), 8.1(b)(xiv) or 8.1(b)(xv) shall cease to be deemed Incurred or outstanding for purposes of such clause but shall be deemed Incurred for the payment purposes of money not in excess of $10,000 Subsection 8.1(a) from and after the first date on which Holdings or any Restricted Subsidiary could have Incurred such Indebtedness under Subsection 8.1(a) without reliance on such clause; (iii) in the aggregate event that Indebtedness could be Incurred in part under Subsection 8.1(a), Holdings, in its sole discretion, may classify a portion of such Indebtedness as having been Incurred under Subsection 8.1(a) and the remainder of such Indebtedness as having been Incurred under Subsection 8.1(b); (iv) the amount of Indebtedness issued at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of a price that is less than thirty (30) days or the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of which Indebtedness outstanding under any subclause of Subsection 8.1(b), including for purposes of any determination of the “Maximum Incremental Facilities Amount,” shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness, (vi) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on a stay basket measured by reference to a percentage of execution Consolidated Total Assets at the time of Incurrence or Foreign Consolidated Total Assets at the time of Incurrence, and such refinancing would cause the percentage of Consolidated Total Assets or Foreign Consolidated Total Assets, as applicable, restriction to be exceeded if calculated based on the Consolidated Total Assets or Foreign Consolidated Total Assets, as applicable, on the date of such refinancing, such percentage of Consolidated Total Assets restriction shall have been obtained pending an appeal not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or proceeding for review.payable in connection with such refinancing and (vii) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on a basket measured by a dollar amount, such dollar amount shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being

Limitation on Indebtedness. Neither the Borrower nor At any of its Subsidiaries will time incur, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, exist any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) amounts outstanding under the Note Loan Documents and any other obligations owed to the Hedge Agreements with a Lender under this Agreement or otherwisean Affiliate thereof; (b) purchase money Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred equipment purchased in the ordinary course of businessbusiness and Capital Lease Obligations not exceeding, together with any purchase money Indebtedness or Capital Lease Obligations listed on Schedule 6.2, an aggregate principal amount at any time outstanding of $4,000,000; (dc) Indebtedness existing as of the date hereof described on Schedule 6.2 (including, except with respect to seller notes, any extensions or renewals or refinancings thereof provided there is no increase in the amount thereof or other significant change in the terms thereof); (d) Indebtedness in an aggregate amount not to exceed $1,000,000 at any one time outstanding of this Agreement secured a Person which becomes a Subsidiary after the Closing Date, provided that (i) such Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation of the acquisition, (ii) immediately after giving effect to the acquisition of such Person by liens permitted by subsection the Parent or a Subsidiary, no Default or Event of Default shall have occurred and be continuing and (aiii) of the Borrower has complied with Section 5.75.15 hereof; (e) Liabilities earn-outs in connection with Permitted Acquisitions consummated after the date hereof (but not seller notes which, for taxesany Permitted Acquisition consummated on or after the Closing Date, assessments, governmental charges, liens or claims described in Section 5.12 hereof shall only be permitted to the extent that payment thereof is they constitute Subordinated Debt); (f) unsecured Indebtedness of the Parent’s Subsidiaries in an aggregate principal amount not required to exceed $500,000 at any time outstanding the proceeds of which are to be used for such Subsidiaries’ general corporate purposes; (g) Subordinated Debt; (h) subject to Section 6.6, Indebtedness owed to a Loan Party or any other Subsidiary by another Loan Party or any other Subsidiary; (i) other Indebtedness in respect of letters of credit or bank guaranties issued for the account of Foreign Subsidiaries in an aggregate amount available to be drawn not to exceed $500,000 at any time outstanding; (j) Guaranty Obligations incurred in the ordinary course of business by the Parent or any of its Subsidiaries of (i) obligations of any Loan Party or (ii) any Indebtedness of the Parent or any of its Subsidiaries permitted under this Section 6.2 (except (x) as regards Indebtedness under clause (c) above, only if and to the extent such Section 5.12Indebtedness was guaranteed on the Closing Date and (y) Subordinated Debt under clause (g) above); and (fk) Indebtedness in respect of final judgments relating to Hedge Agreements entered into for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewnon-speculative purposes.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness of existing on the Borrower existing as of the date of this Agreement which is specifically disclosed Closing Date and set forth in Schedule 5.5 attached hereto6.5 including Permitted Refinancings thereof; (c) Indebtedness representing trade debtnot to exceed $3,000,000 in the aggregate at any time outstanding, wagesconsisting of Capital Lease Obligations or secured by Liens permitted by Section 6.1(h) or Section 6.1(i) and Permitted Refinancings thereof; (d) unsecured intercompany Indebtedness permitted pursuant to Section 6.4(b); (e) [Reserved]; and (f) Indebtedness of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or a similar Investment permitted by Section 6.4) or Indebtedness of a Target assumed at the time of a Permitted Acquisition of or such other Investment in such Target), employee benefitsin each case, advance payments other than revolving credit facilities or commitments therefor; provided that (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other Investment and (ii) the aggregate principal amount of all Indebtedness permitted by this Section 6.5(f) shall not at any time outstanding exceed $5,000,000; (g) unsecured Indebtedness of the Borrower or any of its Subsidiaries consisting of Contingent Acquisition Consideration; provided that (i) the maximum aggregate amount payable with respect to all such Contingent Acquisition Consideration does not exceed $10,000,000 in the aggregate at any time outstanding (assuming the remaining maximum performance standards related thereto are satisfied, except to the extent all or any portion thereof becomes a fixed, matured or earned amount, in which case such amount shall be deemed the actual amount of such Contingent Acquisition Consideration), and (ii) with respect to any Contingent Acquisition Consideration agreed to after the Closing Date, such Contingent Acquisition Consideration is subordinated to the Obligations on sales contracts terms and other indebtedness incurred conditions satisfactory to Agent; (h) [Reserved]; (i) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (dj) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7[Reserved]; (ek) Liabilities endorsements for taxescollection or deposit in the ordinary course of business; (l) Rate Contracts entered into in the ordinary course of business for bona fide hedging purposes and not for speculation with (i) any Lender or an Affiliate of any Lender or (ii) otherwise with Agent’s prior written consent; (m) Indebtedness arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (n) Indebtedness arising with respect to customary indemnification obligations and purchase price adjustments in favor of (i) sellers in connection with Acquisitions or similar Investments permitted hereunder and (ii) purchasers in connection with Dispositions permitted under Section 6.2(b); (o) Indebtedness arising under guaranties made in the ordinary course of business of obligations of any Credit Party, assessments, governmental charges, liens or claims described in Section 5.12 hereof which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the extent that payment thereof is not required Obligations, such guaranty shall be subordinated to the same extent; (p) Indebtedness incurred in the ordinary course of business with respect to surety and appeals bonds, performance bonds and other similar obligations; (q) [Reserved]; (r) Indebtedness consisting of promissory notes issued by such Borrower to any stockholder of Borrower or any current or former director, officer, employee, member of management, manager or consultant of the any Credit Party (or their respective immediate family members) to finance the purchase or redemption of Stock permitted by Section 5.126.8(b); and (fs) other Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 exceeding in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review$10,000,000.

Limitation on Indebtedness. Neither the Borrower nor No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as definition thereof and permitted pursuant to Section 7.09;Guarantees (i) by any Loan Party of any Indebtedness of the date Borrowers or any other Loan Party permitted to be incurred under this Agreement, (ii) by the Borrowers or any other Loan Party of this Agreement which Indebtedness otherwise permitted hereunder of any Subsidiary that is specifically disclosed not a Loan Party to the extent such Guarantees are permitted by Section 7.04 (other than Section 7.04(p)), (iii) by any Subsidiary that is not a Loan Party of Indebtedness of another Subsidiary that is not a Loan Party, and (iv) by the Borrowers of Indebtedness of Subsidiaries that are not Loan Parties incurred for working capital purposes in Schedule 5.5 attached hereto;the (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Second Amendment Effective Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 7.05 including Permitted Refinancings thereof; (d) i) Indebtedness existing not to exceed $5,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 7.01(h) and Permitted Refinancings thereof and (ii) additional Capital Lease Obligations as a result of the date of this Agreement secured by liens sale and leasebacks permitted by subsection (a) of pursuant to Section 5.77.02(h); (e) Liabilities for taxes, assessments, governmental charges, liens or claims described Indebtedness consisting of the financing of insurance premiums in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; andOrdinary Course of Business; (f) unsecured intercompany Indebtedness permitted pursuant to Section 7.04(b) or otherwise described in respect of final judgments the Structure Memorandum; (g) subject to the Intercreditor Agreements, (i) Indebtedness under (i) the Term Credit Agreement; provided, that such Indebtedness shall not exceed the Senior Term Debt Cap (as defined in the ABL/Term Intercreditor Agreement) and (ii) the Second Lien Credit AgreementIndebtedness; provided, that such Indebtedness shall not exceed the Junior Term Debt Cap (as defined in the ABL/Term Intercreditor Agreement), in each case, including Permitted Refinancings thereof; (h) other unsecured subordinated debt issued after the Second Amendment Effective Date by Holdings to former employees for the payment repurchase of money their Holdings Stock so long as such debt is subject to a subordination agreement in favor of the Administrative Agent and which permit no payments of any kind other than those permitted by Section 7.11(b) until the Finance Obligations are paid in full and all Commitments are terminated and contain such other terms and conditions as shall be reasonably satisfactory to the Administrative Agent; (i) other unsecured Indebtedness not in excess of $10,000 exceeding in the aggregate at any time outstanding $15,000,000; provided that such unsecured Indebtedness (excluding sums covered by insurancei) remaining unsatisfied shall not have scheduled amortization payments of principal or be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except for customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans, the satisfaction of all Letters of Credit (either Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent) and all other Finance Obligations), in effect for any period of less than thirty each case prior to the latest Maturity Date at the time such Indebtedness is incurred and (30ii) shall not be scheduled to mature or mature prior to the date that is one hundred and eighty (180) days after the latest Maturity Date at the time such Indebtedness is incurred; (j) Indebtedness incurred by Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; and (k) Indebtedness that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by Holdings or a Subsidiary thereof, as long as such Indebtedness was not incurred in respect contemplation of which such Person becoming a stay Subsidiary or such acquisition, and does not exceed $5,000,000 in the aggregate at any time; (l) Indebtedness incurred by Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) consisting of execution shall have been obtained pending an appeal lines of credit or proceeding for reviewordinary course working capital facilities; and (m) the Specified German Mortgage Debt.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will The Borrowers shall not create, incur, assume-------------------------- assume or suffer to exist any Indebtedness, and shall not permit any of their Subsidiaries to create, incur, assume or become, be or remain liable in suffer to exist any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet)Indebtedness, except for: (a) Indebtedness created hereunder and under the Note and any other obligations owed to the Lender under this Agreement or otherwiseNotes; (b) Indebtedness of the Borrower existing as Borrowers or any of their Subsidiaries secured by Liens permitted with respect to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoBorrowers or their Subsidiaries by Section 6.3; (c) Indebtedness representing trade debtof Golden Hills and Entravision, wagesin an aggregate principal amount not exceeding $500,000, employee benefitsto make payments to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under that certain Stock Purchase Agreement dated as of September 30, advance payments 1998 among Entravision, Golden Hills and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (d) Indebtedness of the Borrowers outstanding on sales contracts the Closing Date and other indebtedness listed on Schedule 6.2; (e) the Subordinated Indebtedness; (f) Indebtedness (i) under any Interest Rate Agreement required pursuant to Section 5.13, (ii) evidenced by performance bonds or letters of credit issued in the ordinary course of business or reimbursement obligations in respect thereof, (iii) evidenced by a letter of credit facility related to insurance associated with claims for work-related injuries or (iv) for bank overdrafts incurred in the ordinary course of businessbusiness that are promptly repaid; (dg) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxestrade credit incurred to acquire goods, assessmentssupplies, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 services and incurred in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied ordinary and in effect for any period normal course of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.business;

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness of any Loan Party created hereunder and under the Note and any other obligations owed to the Lender under this Agreement or otherwiseLoan Documents; (bi) Indebtedness outstanding on the Closing Date, which in the case of the Borrower existing as of the date of this Agreement any Indebtedness for borrowed money (or Guarantee Obligations thereof), which is specifically disclosed listed on Schedule 6.01(i) and Permitted Refinancing Debt in respect thereof and (ii) Acquisition Related Obligations existing on the Closing Date, which are listed on Schedule 5.5 attached hereto6.01(ii); (c) Indebtedness representing trade debtexisting as of the Amendment No. 4 Effective Date, wages, employee benefits, advance payments which is listed on sales contracts Schedule 6.01(c) attached to Amendment No. 4 as Annex I and other indebtedness incurred Permitted Refinancing Debt in the ordinary course of businessrespect thereof; (d) (i) unsecured Indebtedness existing as of Ultimate Parent; provided that such Indebtedness (other than Guarantee Obligations permitted pursuant to Section 6.06(b)(y)) shall have a Weighted Average Life to Maturity and a maturity no shorter than 91 days after the later of the date of this Agreement secured by liens permitted by subsection Term Loan Maturity Date and the Revolving Termination Date and (aii) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 Disqualified Equity Interests in the aggregate Ultimate Parent; provided that prior to 91 days after the later of the Term Loan Maturity Date and the Revolving Termination Date, such Disqualified Equity Interests shall not mature or be mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests and customary cash outs of fractional interests) or be or become convertible into or exchangeable for, automatically or at the option of any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for holder thereof, any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.such obligation;

Limitation on Indebtedness. Neither The Parent Borrower will not, and will not permit the Borrower nor any of its Restricted Subsidiaries will to, create, incur, assumeassume or suffer to exist any Indebtedness. Notwithstanding the foregoing, or become, be or remain liable the limitations set forth in the immediately preceding sentence shall not apply to any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forfollowing: (a) Indebtedness arising under the Note Credit Documents (including any Indebtedness incurred as permitted by Sections 2.14, 2.15 and any other obligations owed to the Lender under this Agreement or otherwise13.1); (b) Indebtedness under the Term Loan Credit Documents and any Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed the sum of (i) $2,925,000,000 plus (ii) the Borrower existing principal amount of “Incremental Facilities” (as defined in the Term Loan Credit Agreement as in effect on the Closing Date) measured at the time of incurrence pursuant to the date Term Loan Credit Agreement as in effect on the Closing Date plus (iii) solely in the case of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto;any such Refinancing Indebtedness, the Refinancing Increased Amount with respect thereto. (c) [reserved]; (d) subject to compliance with Section 10.5, Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to the Parent Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be (x) evidenced by the Intercompany Subordinated Note (provided that any Person becoming a Restricted Subsidiary after the Closing Date may enter into the Intercompany Subordinated Note within the time period set forth in Section 9.11) or (y) otherwise be subject to subordination terms substantially identical to the subordination terms set forth in the Intercompany Subordinated Note or otherwise reasonably acceptable to the Administrative Agent; (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement and (ii) the Parent Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (x) if the Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms (taken as a whole) at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (y) a Restricted Subsidiary that is not a U.S. Credit Party may not, by virtue of this Section 10.1(e), guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1; (f) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims and similar obligations); (g) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees, (ii) otherwise constituting Investments permitted by Section 10.5 (other than Investments permitted by Section 10.5(l) by reference to Section 10.1 and Section 10.5(q)); provided that this clause (ii) shall not be construed to limit the requirements of Section 10.1(d) and (e), or (iii) contemplated by the Plan; (h) Indebtedness (including Indebtedness arising under Capital Leases) incurred to finance the purchase price, cost of design, acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of fixed or capital assets or otherwise in respect of capital expenditures, so long as such Indebtedness is incurred concurrently with or within 270 days of the acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of such fixed or capital assets or incurrence of such capital expenditure, and any Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed (i) the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance plus the principal amount of Capital Leases outstanding on the Closing Date, in each case at any time outstanding plus (ii) solely in the case of any such Refinancing Indebtedness, the Refinancing Increased Amount with respect thereto; (i) Indebtedness permitted to remain outstanding under the Plan, and to the extent such Indebtedness exceeds $5,000,000, set forth on Schedule 10.1 and any Refinancing Indebtedness thereof; provided that in the case of any Refinancing Indebtedness of any such Indebtedness, each obligor of such Refinancing Indebtedness is an obligor of such Indebtedness; (j) Indebtedness in respect of Hedging Agreements; provided that such Hedging Agreements are not entered into for speculative purposes (as determined by the Parent Borrower in good faith); (i) Permitted Other Debt assumed or incurred for any purpose, including to finance a Permitted Acquisition, other permitted Investments or capital expenditures; provided that (A) if such Indebtedness is incurred or assumed by a Restricted Subsidiary that is not a Credit Party, such Indebtedness is not guaranteed in any respect by the Parent Borrower or any other Guarantor except as permitted under Section 10.5, (B) the aggregate principal amount of Indebtedness incurred or assumed under this Section 10.1(k)(i) shall not exceed (1) the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance plus (2) additional amounts if, on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness and the application of proceeds thereof and, if applicable, the Permitted Acquisition, permitted Investment or capital expenditure, the Consolidated Total Net Leverage Ratio is not greater than 3.30 to 1.00 or, to the extent incurred or assumed in connection with a Permitted Acquisition or similar Investment, the Consolidated Total Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence or assumption of such Indebtedness) is not greater than (I) 3.30 to 1.00 or (II) the Consolidated Total Net Leverage Ratio immediately prior to such Permitted Acquisition or similar Investment and (C) [reserved] and (ii) any Refinancing Indebtedness in respect of the Indebtedness under clause (i) above; provided that Indebtedness incurred or assumed by Restricted Subsidiaries that are not U.S. Subsidiary Guarantors under this Section 10.1(k), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not U.S. Subsidiary Guarantors pursuant to Section 10.1(ee), shall not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance, in each case at any time outstanding; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business (including in respect of construction or restoration activities) or consistent with past practice; (m) additional Indebtedness; provided that the aggregate amount of Indebtedness incurred or issued pursuant to this Section 10.1(m) shall not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance, in each case at any time outstanding; (n) Indebtedness in respect of Cash Management Services and other Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (i) Indebtedness incurred in the ordinary course of business in respect of obligations of the Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (ii) Indebtedness in respect of intercompany obligations of the Parent Borrower or any Restricted Subsidiary with the Parent Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (p) Indebtedness arising from agreements of the Parent Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock or Stock Equivalents permitted hereunder; (q) Indebtedness of the Parent Borrower or any Restricted Subsidiary consisting of (i) financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business; (r) Indebtedness representing trade debtdeferred compensation, wagesor similar arrangement, employee benefitsto employees, advance payments on sales contracts consultants or independent contractors of the Parent Borrower and other indebtedness the Restricted Subsidiaries incurred in the ordinary course of business; (ds) Indebtedness existing as consisting of promissory notes issued by the Parent Borrower or any Restricted Subsidiary to present or former officer, manager, consultant, director or employee (or their respective wealth management vehicles, spouses, former spouses, successors, executors, administrators, heirs, legatees, distributees, estates or immediate family members) to finance the purchase or redemption of Stock or Stock Equivalents of the date of this Agreement secured by liens Parent Borrower (or any direct or indirect parent thereof) permitted by subsection (a) of Section 5.710.6(b); (et) Liabilities for taxes, assessments, governmental charges, liens Indebtedness consisting of obligations of the Parent Borrower and the Restricted Subsidiaries under deferred compensation or claims described in Section 5.12 hereof to the extent that payment thereof is not required other similar arrangements incurred by such Section 5.12; andPerson in connection with the Transactions and Permitted Acquisitions or any other Investment permitted hereunder; (fu) Indebtedness in respect of final judgments (i) Permitted Receivables Financings owed by a Receivables Entity or Qualified Securitization Financings owed by a Securitization Subsidiary and (ii) accounts receivable factoring facilities in the ordinary course of business; provided that the aggregate amount of Receivables Indebtedness pursuant to this clause (u) shall not exceed $160,000,000 at any time outstanding; (v) Indebtedness in respect of (i) [reserved], (ii) Incremental Equivalent Debt (as defined in, and subject to the limitations set forth in, the Term Loan Credit Agreement as in effect on the date hereof; provided that references therein to “Permitted Other Loans” and “Permitted Other Notes” shall be deemed to be references to such terms as defined herein and references to Section 10.1(k) therein shall be deemed to be references to Section 10.1(k) hereof); and (iii) any Refinancing Indebtedness in respect thereof; (w) [reserved]; (x) Indebtedness in an amount not to exceed the Available Equity Amount; (y) Indebtedness of any Minority Investments or Indebtedness incurred on behalf thereof or representing guarantees of such Indebtedness of any Minority Investment, in an amount not to exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the payment most recently ended Test Period (calculated on a Pro Forma Basis) at the time of money incurrence or issuance, in each case at any time outstanding; (z) intercompany Indebtedness among the Parent Borrower and its Subsidiaries constituting any part of any Permitted Reorganization; (aa) to the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (i) Indebtedness of the Parent Borrower or any Restricted Subsidiary supported by a letter of credit, in a principal amount not in excess of $10,000 in the aggregate at any time outstanding stated amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred pursuant to this Section 10.1 or (excluding sums covered by insuranceii) remaining unsatisfied and in effect for any period of less than thirty (30) days or obligations in respect of which letters of support, guarantees or similar obligations issued, made or incurred for the benefit of the Parent Borrower or any Subsidiary of the Parent Borrower in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than the United States; (cc) Indebtedness owing to the seller of any business or assets permitted to be acquired by the Parent Borrower or any Restricted Subsidiary under this Agreement; provided that the aggregate amount of Indebtedness permitted under this clause (cc) shall not exceed the greater of $160,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a stay Pro Forma Basis) outstanding at any time; (dd) obligations in respect of execution Disqualified Stock in an amount not to exceed the greater of $25,000,000 and 3% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) outstanding at any time; (ee) Indebtedness incurred by Restricted Subsidiaries that are not U.S. Subsidiary Guarantors under this clause (ee), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not U.S. Subsidiary Guarantors pursuant to Section 10.1(k), shall not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis); (ff) so long as the Payment Conditions have been obtained pending satisfied at the time of incurrence and after giving effect thereto, unsecured Indebtedness of a Credit Party; provided that the scheduled final maturity date and the Weighted Average Life to Maturity of such Indebtedness shall not be earlier than the Initial Maturity Date; and (gg) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (ff) above. For the avoidance of doubt, any Indebtedness permitted to be incurred under any clause of this Section 10.1 may be used to modify, refinance, refund, renew, replace, exchange or extend any outstanding Indebtedness, including any such Indebtedness incurred under any other clause of this Section 10.1 and any such Indebtedness with respect to which the incurrence of Refinancing Indebtedness is expressly permitted under this Section 10.1, in each case, subject to the restrictions set forth in Section 10.7. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an appeal incurrence or proceeding issuance of Indebtedness or Disqualified Stock for reviewpurposes of this covenant. This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior lien priority with respect to the same collateral.

Limitation on Indebtedness. Neither the Borrower any Credit Party nor any of its Subsidiaries will shall at any time create, incur, incur or assume, or become, become or be liable (directly or remain liable in any manner indirectly) in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) Indebtedness for Borrowed Money other than: (i) the Note Obligations; (ii) any Permitted Purchase Money Indebtedness; (iii) (A) such Rate Management Obligations and Bank Product Obligations owing to a Lender or its Affiliates pursuant to such terms and conditions as agreed to by such Lender and a Borrower or (B) Indebtedness under Rate Management Agreements consented to by Agent (including those under the BB&T Rate Management Agreement); (iv) unsecured loans or advances from any other obligations owed stockholder of ISA to a Borrower (provided that prior to any such loan or advance such stockholder shall enter into a subordination agreement with Agent, such subordination agreement to be in form and substance acceptable to Agent and the Requisite Lenders in their discretion exercised in good faith); (v) Indebtedness for Borrowed Money resulting from loans to one Borrower to another Borrower constituting Investments to the Lender under extent permitted by Section 8.6(c); (vi) other unsecured Indebtedness for Borrowed Money in an aggregate amount not to exceed, as of any date, $500,000 (as to all Credit Parties); and (vii) other Indebtedness for Borrowed Money and Contingent Obligations related thereto not otherwise expressly authorized by this Agreement or otherwiseSection 8.11 that has been specifically approved in writing by Agent; (b) Indebtedness of the Borrower existing under a Rate Management Agreement except as of the date of this Agreement which is specifically disclosed provided in Schedule 5.5 attached heretoSection 8.11(a)(iv); (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts reimbursement obligations and other indebtedness liabilities of a Borrower with respect to Surety Bonds, letters of credit, banker’s acceptances, drafts (other than checks in the ordinary course or to make payments permitted by this Agreement) or similar documents or instruments issued for any Borrower’s account excluding: (i) Letters of Credit issued under this Agreement, (ii) letters of credit (A) issued by a third-party financial institution which are cash secured up to the stated amount thereof solely as a result of Section 2.3(f) and (B) issued by BB&T prior to the Closing Date and listed on Schedule 8.11, and (iii) cash deposits in connection with bids, tenders or leases or as security for Surety Bonds or appeal bonds, security deposits, ▇▇▇▇▇▇▇ money and other cash deposits incurred in the ordinary course of businessbusiness to the extent provided in Section 8.8; (d) Indebtedness existing as secured by a Lien (other than a Permitted Lien) on or payable out of the date proceeds or production from any Property of this Agreement secured a Borrower regardless of whether such Indebtedness has been assumed by liens permitted by subsection (a) of Section 5.7a Borrower; (e) Liabilities for taxesIndebtedness representing the balance deferred and unpaid of the purchase price of any Property or services except (i) Permitted Purchase Money Indebtedness, assessments(ii) any such balance that constitutes an account payable to a trade creditor created, governmental chargesincurred, liens assumed or claims described guaranteed by a Borrower in Section 5.12 hereof to the extent ordinary course of business of a Borrower in connection with obtaining goods, materials or services that payment thereof is not required more than ninety (90) days in arrears as measured from the date of billing, unless the trade payable is being contested in good faith, and (iii) any such balance for any services that constitutes a liability accrual, created, incurred, assumed or guaranteed by a Borrower in the ordinary course of business of a Borrower that is not more than ninety (90) days in arrears as measured from the date due, unless such Section 5.12accrual is being contested in good faith; andor (f) Indebtedness evidenced by notes, bonds, debentures, installment contracts, Capital Leases, synthetic leases, or similar obligations except to the extent permitted under Sections 8.11(a) through 8.11(e); provided that, Refinancing Debt in respect of final judgments for any of the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insuranceIndebtedness permitted under Sections 8.11(a) remaining unsatisfied and in effect for any period of less than thirty (30through 8.11(f) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewbe permitted.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof not to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of exceed $10,000 3,000,000 in the aggregate at any time outstanding outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h) and Permitted Refinancings thereof; (excluding sums covered e) unsecured intercompany Indebtedness permitted pursuant to subsections 5.4(b) or 5.4(m); (f) Reserved; (g) Indebtedness incurred by insuranceForeign Subsidiaries in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (h) remaining unsatisfied and in effect for any period of less than thirty (30) days or Indebtedness in respect of which overdraft protections and otherwise in connection with deposit accounts to the extent incurred in the Ordinary Course of Business, and Indebtedness in respect to netting services to the extent incurred in the Ordinary Course of Business and amounts are available to be netted; provided, that such Indebtedness and obligations shall not remain outstanding for not more than ten (10) Business Days; (i) to the extent constituting Indebtedness, indemnification, adjustment or purchase price or similar obligations of a stay Credit Party (or any Subsidiary thereof) arising from agreements providing for the sale or other disposition of execution any assets of a Credit Party (or any Subsidiary thereof) in an amount not to exceed $3,000,000 in the aggregate at any time outstanding; (j) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the Ordinary Course of Business in an aggregate amount not to exceed $500,000 at any time outstanding; (k) to the extent constituting Indebtedness, obligations in respect of Rate Contracts permitted under Section 5.9 hereof; (i) Indebtedness of a Target existing at the time the Target becomes a Subsidiary of the Borrower (or is merged into or consolidated with a Credit Party other than Holdings) pursuant to a Permitted Acquisition or Indebtedness assumed by the Borrower or its Subsidiaries in respect of assets acquired by such Person pursuant to a Permitted Acquisition, but only to the extent that such Indebtedness (A) was not incurred in connection with, as a result of, or in contemplation of, such Permitted Acquisition, (B) is secured, if at all, solely by assets of the Target so acquired and not by any assets of any Credit Party and (C) is not guaranteed by any Credit Party, and (ii) to the extent constituting Indebtedness, indemnification, adjustment or purchase price or similar obligations of a Credit Party (or any Subsidiary thereof) in connection with Permitted Acquisitions or other Investments permitted hereunder; provided, that the aggregate outstanding amount of any Indebtedness incurred pursuant to this clause (l) may not exceed $3,000,000 less the combined amounts utilized under clauses (m) and (n) of this Section 5.5; (m) unsecured Indebtedness owing to current and former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase of Stock that has been issued to such Persons, so long as the aggregate principal amount of all such Indebtedness does not exceed an aggregate principal amount at any time outstanding equal to $3,000,000 less the combined amounts utilized under clauses (l) and (n) of this Section 5.5; (n) unsecured Indebtedness owing to sellers of assets or Stock to any of the Credit Parties and their Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions or other Investments permitted hereunder, so long as the aggregate principal amount of all such Indebtedness does not exceed an aggregate principal amount at any time outstanding equal to (x) $3,000,000 in connection with the ▇▇▇▇▇▇ Acquisition (the “▇▇▇▇▇▇ Note”), (y) $1,000,000 in connection with the Battleground Acquisition and (z) $3,000,000 in respect of all other Permitted Acquisitions or other Investments permitted hereunder, less the combined amounts utilized under clauses (l) and (m) of this Section 5.5, provided that, for purposes of clause (z), (1) no payments (whether mandatory or optional) of principal are paid or payable in cash prior to the later of the maturity date of the Term Loans or the Revolving Termination Date, (2) any interest payments payable in cash shall have been obtained pending an appeal not exceed 10% per annum, (3) the maturity date of such Indebtedness shall be no earlier than six (6) months after the later of the maturity date of the Term Loans or proceeding the Revolving Termination Date and (4) such Indebtedness shall constitute Subordinated Indebtedness; (o) Indebtedness incurred in order to finance the payment of insurance premiums in the Ordinary Course of Business; and (p) other Indebtedness (provided, that any Indebtedness for reviewborrowed money incurred in reliance on this clause (p) shall be unsecured, except to the extent any such Indebtedness for borrowed money is secured solely by cash collateral and/or Liens on the assets of Foreign Subsidiaries) not exceeding in the aggregate principal amount at any time outstanding $3,000,000 less the amount of any outstanding Investment made under Section 5.4(n).

Limitation on Indebtedness. Neither the No Borrower nor shall, and no Borrower shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet)Indebtedness, except for:for the following (“Permitted Indebtedness”): (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (j) of the Borrower existing as definition of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoIndebtedness and permitted pursuant to Section 5.8; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5; (d) Indebtedness existing as incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the date acquisition of this Agreement any such assets or secured by liens a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by subsection (athis Section 5.5(d) of Section 5.7shall not exceed $200,000 at any time outstanding; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof intercompany Indebtedness of any Loan Party to any other Loan Party; provided that any of the foregoing intercompany Indebtedness shall be pledged to the Term Agent pursuant to the Security Agreement to the extent that payment thereof is not required by such Section 5.12; andthereunder; (f) Indebtedness owed to any Person providing, or financing the provision of, workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in respect of final judgments for the payment of money not in excess of $10,000 each case incurred in the Ordinary Course of Business; (g) Indebtedness under the Second Lien Term Loan Agreement, subject to the Intercreditor Agreement; (h) any other unsecured Indebtedness of any Subsidiary of MediaCo on terms and conditions satisfactory to the Term Agent, in an aggregate at any time outstanding amount not to exceed $5,000,000; (excluding sums covered by insurancei) remaining unsatisfied and in effect for any period of less than thirty to the extent constituting Indebtedness, obligations under the Preferred Stock Articles; (30j) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.[Reserved]; (k) [Reserved]; and

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof not to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of exceed $10,000 4,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 5.1(h) and Permitted Refinancings thereof; (e) unsecured intercompany Indebtedness permitted pursuant to Section 5.4(b); (f) Permitted Junior Debt including Permitted Refinancings thereof; (g) Second Lien Debt (including Second Lien Incremental Term Loans) pursuant to the Second Lien Credit Agreement in an aggregate principal amount not to exceed the Maximum Second Lien Principal Amount (as such term is defined in the Intercreditor Agreement as in effect on the Closing Date or as otherwise amended in accordance with the terms thereof), and Permitted Refinancings thereof; provided, that, Second Lien Incremental Term Loans may be issued or incurred only if (i) no Event of Default shall then exist or would result after giving effect to such issuance or incurrence or, solely with respect to a Second Lien Incremental Term Loan the proceeds of which are used to finance substantially contemporaneously a Permitted Acquisition which is subject to customary “Funds Certain Provisions”, on the applicable Acquisition Agreement Signing Date, (ii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Leverage Ratio (on a Net Basis) recomputed on a pro forma basis, shall not exceed 6.50:1.00, (iii) the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Section 6.1 and 6.2 and (iv) Administrative Agent shall have received an officer’s certificate duly executed by a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying to and evidencing the foregoing requirements; (h) other unsecured Indebtedness not exceeding in the aggregate outstanding at any time the principal amount of $6,000,000; (i) Indebtedness of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness of a Target assumed at the time of a Permitted Acquisition of such Target); provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition; (j) Indebtedness of the Borrower and its Subsidiaries arising from Seller Notes; provided that (i) all Indebtedness under such Seller Notes shall be unsecured and subordinated to the Obligations pursuant to subordination provisions, including with respect to right and time of payment and as to other rights and remedies thereunder, reasonably satisfactory to the Administrative Agent, (ii) no Seller Note shall mature any earlier than six months after the original maturity date of the Second Lien Debt or any Permitted Refinancing thereof, (iii) no payments of principal shall be required to be made pursuant to or under any Seller Notes prior to the latest payments maturity date of the Loans under this Agreement at the time of the issuance of such Seller Notes other than as permitted by Section 5.11, and (iv) the aggregate original principal amount of Indebtedness outstanding under this Section 5.5(j) (excluding sums covered by insuranceany Seller Note that does not require payment of interest in cash prior to the stated maturity date of such Seller Note) remaining unsatisfied shall not exceed at any time $25,000,000 plus capitalized expenses, interest and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall fees that have been obtained pending added to principal; (k) unsecured Indebtedness of the Borrower or any of its Subsidiaries consisting of Contingent Acquisition Consideration; (l) Indebtedness owed to insurance companies or insurance brokers incurred in the Ordinary Course of Business with respect to financing of insurance premiums; (m) Indebtedness in an appeal aggregate amount at any time outstanding not to exceed $1,000,000 consisting of (a) any treasury or proceeding other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts, and (b) card services, including credit card (including purchasing card and commercial card), purchase cards (including so-called “procurement cards” or “P-Cards”), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services; (n) Indebtedness of Excluded Foreign Subsidiaries (for reviewwhich no Credit Party has any liability) not to exceed $6,000,000 in the aggregate at any time outstanding; (o) Indebtedness consisting of deferred compensation to employees of any Borrower and its Subsidiaries incurred in the Ordinary Course of Business to the extent that such deferred compensation constitutes an expense included in the calculation of net income of Holdings and its Subsidiaries when such deferred compensation arrangement is established; and (p) other Indebtedness not specifically listed above in an aggregate principal amount outstanding that does not at any one time exceed $5,000,000.

Limitation on Indebtedness. Neither the Borrower nor (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries will createto, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, Incur any Indebtedness (which term shall include: all indebtednessincluding Acquired Indebtedness); provided, obligations however, that the Issuer and liabilities which in accordance with generally accepted accounting principles any of the Restricted Subsidiaries may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries is greater than 2.00 to 1.00; provided, further, that Non-Guarantors may not Incur Indebtedness if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of $35 million of Indebtedness of Non-Guarantors would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note and any other obligations owed outstanding pursuant to the Lender under this Agreement or otherwise;paragraph at such time. (b) The first paragraph of this covenant shall not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or created under any Credit Facility), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding (i) $1,100.0 million, plus (ii) in the case of any refinancing of any Indebtedness permitted under this Section 3.2(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing; (2) (i) Guarantees by the Issuer or any Restricted Subsidiary of Indebtedness of the Borrower existing Issuer or any Guarantor so long as the Incurrence of such Indebtedness is permitted under the date terms of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoIndenture; (c3) Indebtedness representing trade debtof the Issuer owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Issuer or any Restricted Subsidiary; provided, wageshowever, employee benefitsthat: (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Issuer or a Restricted Subsidiary of the Issuer, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be; (4) Indebtedness represented by (i) the Notes (other than any Additional Notes), including any Guarantee thereof, (ii) any Exchange Notes issued in exchange for such Notes (including any Guarantee thereof), (iii) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1), (3) and (4)(i)) outstanding on the Issue Date, (iv) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause or clauses (5), (7), (10) or (14) of this Section 3.2(b) or Incurred pursuant to Section 3.2(a), and (v) Management Advances; (5) Indebtedness of (x) the Issuer or a Restricted Subsidiary Incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger or consolidation, either (i) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a), (ii) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiary would not be lower than immediately prior to such acquisition, merger or consolidation; or (iii) such Indebtedness constitutes Acquired Indebtedness (other than Indebtedness Incurred in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, merger or consolidation (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, does not exceed the greater of (i) $40.0 million and (ii) 1.75% of Total Assets at the time of Incurrence and any Refinancing Indebtedness in respect thereof; (8) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Issuer or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business, (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (iii) Customer deposits and advance payments on sales contracts received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (iv) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business, (v) the financing of insurance premiums in the ordinary course of business and other indebtedness incurred (vi) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business; (d9) Indebtedness existing as arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the date Issuer and its Restricted Subsidiaries in respect of this Agreement secured all such Indebtedness in connection with a Disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by liens permitted by subsection (a) of Section 5.7the Issuer and its Restricted Subsidiaries in connection with such disposition; (e10) Liabilities Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause (10) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Issuer from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Issuer, in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof making Restricted Payments to the extent the Issuer and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that payment are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause (10) to the extent the Issuer or any of its Restricted Subsidiaries makes a Restricted Payment; (11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed $50 million at any time outstanding; (12) Indebtedness consisting of promissory notes issued by the Issuer or any of its Subsidiaries to any current or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Issuer or any of its Parents that is permitted by Section 3.3; (13) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business (14) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof is and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not required by such Section 5.12exceed $75 million; and (f15) Guarantees of the Borrower or any Restricted Subsidiary in connection with the provision of credit card payment processing services. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Issuer, in its sole discretion, shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness under one of the clauses of Section 3.2(a) or (b); (2) additionally, all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to any type of Indebtedness described in one of the clauses of Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification; (3) all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed initially Incurred on the Issue Date under Section 3.2(b)(1); (4) Guarantees of, or obligations in respect of final judgments for letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (5) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (a), (b)(1), (b)(7), (b)(10), (b)(11) or (b)(14) of this Section 3.2 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; (6) the principal amount of any Disqualified Stock of the Issuer or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (7) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of money not in excess of $10,000 interest in the aggregate form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount, or liquidation preference thereof, in the case of any other Indebtedness. If at any time outstanding an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date (excluding sums covered by insuranceand, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.2, the Issuer shall be in default of this Section 3.2). Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Issuer or a Restricted Subsidiary may Incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) remaining unsatisfied that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in effect the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be; provided that for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any period of less than thirty (30) days other senior Indebtedness merely because it has a junior priority with respect to the same collateral or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewis secured by different collateral.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries will to, create, incur, assume, permit to exist, or become, be otherwise become or remain liable in any manner in with respect of, or allow to existto, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness constituting the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness of the Borrower existing as Credit Parties and their respective Restricted Subsidiaries of the date type described in clause (i) of this Agreement which the definition of Indebtedness in respect of Indebtedness of a Credit Party or Restricted Subsidiary of a Credit Party otherwise permitted hereunder; provided that, if the Indebtedness being Guaranteed is specifically disclosed subordinated to the Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Agent and the Lenders as those contained in Schedule 5.5 attached heretothe subordination of such Indebtedness; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5 and Permitted Refinancings thereof; (d) Indebtedness in an aggregate principal amount at any time outstanding not exceeding the greater of (x) $40,000,000 and (y) 20.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest) in the aggregate outstanding at any one time, wagesconsisting of (i) Indebtedness incurred for the purpose of financing (or refinancing) all or any part of the cost of acquiring, employee benefitsrepairing, advance payments on sales contracts improving, installing or designing Property, and Capital Lease Obligations and Indebtedness secured by Liens permitted by Section 5.1(h) and (ii) Permitted Refinancings thereof; (e) unsecured intercompany Indebtedness to the extent the corresponding Investment is permitted pursuant to Section 5.4; (f) ABL Loans under any ABL Facility and Permitted Refinancings thereof (provided that (i) the aggregate amount of all such ABL Indebtedness and Permitted Refinancings shall not at any time exceed the ABL Cap Amount (as defined in the ABL Intercreditor Agreement) and (ii) all such ABL Indebteness and Permitted Refinancings are at all times subject to the other indebtedness provisions of the ABL Intercreditor Agreement or other intercreditor terms in favor of the Agent that are consistent with the intercreditor terms in the ABL Intercreditor Agreement); (g) Indebtedness which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with Investments, Permitted Acquisitions and Dispositions permitted hereunder; (h) to the extent constituting Indebtedness, deferred compensation and similar obligations to current and former officers, directors, managers, employees and consultants of the Credit Parties and their Restricted Subsidiaries incurred in the ordinary course of business; (di) to the extent constituting Indebtedness, obligations with respect to cash management services and other Indebtedness existing as in respect of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts; (ej) Liabilities Rate Contracts entered into for taxesbona fide hedging purposes, assessments, governmental charges, liens or claims described not for speculation and in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; andordinary course of business; (fk) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument or payment item drawn against insufficient funds in the ordinary course of business and (ii) Indebtedness consisting of endorsements for collection or deposit in the ordinary course of business; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of any of the Credit Parties and their Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Stock of any of the Credit Parties and their Restricted Subsidiaries (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Stock of any of the Credit Parties and their Restricted Subsidiaries for the purpose of financing such acquisition) otherwise permitted hereunder; (n) Indebtedness which may exist or be deemed to exist pursuant to or in connection with bid, performance, statutory, surety, stay, customs, appeal or similar bonds, completion guaranties or other similar obligations in the ordinary course of business; (o) Indebtedness in respect of final judgments credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar arrangements in the ordinary course of business; (p) unsecured Indebtedness owing to future, current and former officers, directors, managers, employees and consultants (or any current or former spouses or domestic partners, family members, trusts or other estate planning vehicles or estates or heirs of any of the foregoing) incurred in connection with the repurchase or redemption of Stock that has been issued to such Persons, so long as the aggregate principal amount of all such Indebtedness outstanding at any one time does not exceed the greater of (x) $7,000,000 and (y) 10.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest) in the aggregate outstanding at any one time; (q) unsecured Indebtedness, earn-outs and holdbacks owing to sellers of assets or Stock to any of the Credit Parties and their Restricted Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions or other Investments permitted hereunder so long as the aggregate principal amount of all such Indebtedness, earn-outs and holdbacks at any one time outstanding do not exceed the greater of (x) $30,000,000 and (y) 45.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) (plus the amount of any increase in principal resulting from interest paid-in-kind or capitalized interest, in each case, in accordance with the subordination provisions applicable thereto) in the aggregate outstanding at any one time, in each case subordinated in right of payment to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Agent and Permitted Refinancings thereof; (r) unsecured (except for Liens granted to customers on customer deposits) Indebtedness incurred in the ordinary course of money business with respect to customer deposits and, solely to the extent constituting Indebtedness, other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of Indebtedness; (s) Indebtedness of Non-Credit Parties; provided that the aggregate principal amount of such Indebtedness at any time outstanding (together with any Indebtedness of Non-Credit Parties incurred pursuant to Sections 5.5(ff) and 5.5(gg)) shall not exceed the greater of (x) $18,000,000 and (y) 25.0% of Combined EBITDA (determined on a Pro Forma Basis on the date of incurrence for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) in excess the aggregate outstanding at any one time; (t) Guarantees by (i) Credit Parties in respect of Indebtedness of other Credit Parties otherwise permitted under this Section 5.5, and (ii) Subsidiaries of any Parent which are not Credit Parties in respect of Indebtedness of any of the Credit Parties or any of their respective Restricted Subsidiaries in respect of Indebtedness of other Subsidiaries of any Parent otherwise permitted under this Section 5.5; (u) [reserved]; (v) at any time outstanding due to any landlord in connection with the financing by such landlord of leasehold improvements; (w) Indebtedness with a principal amount not exceeding the greater of (x) $10,000 21,000,000 and (y) 30.0% of Combined EBITDA (determined on a Pro Forma Basis on the date of incurrence for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) in the aggregate outstanding at any one time (up to the greater of (x) $10,000,000 and (y) 15% of Combined EBITDA (determined on a Pro Forma Basis on the date of incurrence for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) in the aggregate outstanding at any one time of which amount, together with any other Indebtedness or other obligations secured by Liens permitted under Section 5.1(ee), may be secured Indebtedness) (plus the amount of any increase in principal resulting from interest paid-in-kind or capitalized interest, in each case, in respect of Indebtedness originally permitted to be incurred pursuant to this subsection (v)) in the aggregate at any time outstanding; (x) contingent obligations under Guarantees (other than Guarantees of Indebtedness) entered into in the ordinary course of business; (y) Indebtedness supported by a letter of credit issued under an ABL Facility in an aggregate outstanding principal amount not exceeding the face amount of such letter of credit; (excluding sums covered by insurancez) remaining unsatisfied Indebtedness subject to Liens permitted under Section 5.1(ee); (aa) solely to the extent constituting Indebtedness (other than Indebtedness for borrowed money), (i) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in effect for any period the ordinary course of less than thirty business to the extent that they are permitted to remain unfunded under applicable Requirements of Law and (30ii) days Indebtedness incurred or created in the ordinary course of business in respect of workers’ compensation claims, health, disability or other employee benefits, salary, wages or other compensation or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claim (it being understood that the Borrowers may use proceeds of ABL Loans permitted under Section 5.2(f) to pay the expenses specified in subclauses (i) and (ii) of this clause (aa)); (bb) Refinancing Debt; (cc) Indebtedness substantially similar to the Indebtedness described in Section 5.5(d) incurred in respect of Permitted Sale-Leaseback Transactions permitted pursuant to Section 5.2(p); (dd) Indebtedness consisting of any increase in the principal amount of any Indebtedness described in clauses (a) through (bb) of this Section 5.5 resulting from interest paid-in-kind or continuously capitalized interest; (ee) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (cc) of this Section 5.5; (ff) Incremental Equivalent Debt and Permitted Refinancings thereof; provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (ff) by Non-Credit Parties (together with any Indebtedness of Non-Credit Parties incurred pursuant to Sections 5.5(s) and 5.5(gg)) shall not exceed the greater of (x) $18,000,000 and (y) 25% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) in the aggregate outstanding at any one time; (gg) Indebtedness incurred or assumed by any Credit Party or any Restricted Subsidiary in a stay Permitted Acquisition or any other similar Investment permitted hereunder; provided that (i) no Default or Event of execution Default has occurred and is continuing as of the date the definitive agreement for such Acquisition or Investment is executed, (ii) if such Indebtedness is assumed, such Indebtedness shall not have been incurred in contemplation of such Acquisition or Investment and (iii) if such Indebtedness is secured (A) the Combined Total Net Leverage Ratio would be, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and such Acquisition or Investment as if the same had occurred on the first day of the applicable period, no greater than 3.65 to 1.00 and (B) to the extent such liens are on Collateral securing the Obligations (1) the beneficiaries thereof (or an agent on their behalf) shall have entered into an intercreditor agreement reasonably satisfactory to the Agent, (2) if such Indebtedness is a credit facility that could have been incurred as an Incremental Facility pursuant to Section 1.1(b), the Borrowers shall have been obtained pending permitted to incur such Indebtedness pursuant to, and such indebtedness shall be deemed to be incurred in reliance on, Section 1.1(b) and (3) such Indebtedness is subject to the same requirements as govern the Incremental Facilities (including Section 1.1(b)(iv)); provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (gg) by Non-Credit Parties (together with any Indebtedness of Non-Credit Parties incurred pursuant to Sections 5.5(s) and 5.5(ff)) shall not exceed the greater of (x) $18,000,000 and (y) 25% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) in the aggregate outstanding at any one time; (hh) to the extent constituting Indebtedness, advances to Foreign Subsidiaries in respect of transfer pricing and cost-sharing arrangements by and among Parents and their respective Restricted Subsidiaries so long as such arrangements are made pursuant to policies in place on the Closing Date or approved by the applicable Borrower’s board of directors and reviewed by an appeal independent certified public accounting firm of recognized national standing that is either (i) a member of the “Big Four” or proceeding for review(ii) reasonably acceptable to the Agent (such approval not to be unreasonable withheld, conditioned or delayed); and (ii) letters of credit, bank guarantees, or bank acceptances that are issued by an unaffiliated third-party issuer whose senior unsecured unsubordinated indebtedness is rated at least A3 by ▇▇▇▇▇’▇ and A- by S&P and are unsecured or secured pursuant to, and in accordance with, Section 5.1(kk); provided that the aggregate stated amount of all such letters of credit, bank guarantees, or bank acceptances shall not exceed $1,000,000.

Limitation on Indebtedness. Neither the Borrower nor The Company shall not, and shall not suffer or permit any of its Subsidiaries will Subsidiary to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseand the Existing Credit Agreement; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 7.08; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 7.05; (d) Indebtedness existing as of the date of this Agreement secured by liens Liens permitted by subsection 7.01(i), (aj), (k) of Section 5.7and (m); (e) Liabilities for taxesIndebtedness incurred in connection with leases permitted pursuant to Section 7.09; (f) extensions, assessmentsrenewals or refinancings of Indebtedness permitted under this Section 7.05, governmental chargesso long as (i) such Indebtedness (the "Refinancing Indebtedness") is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being extended, liens renewed or claims described refinanced plus the amount of any premiums required to be paid therefor and fees and expenses associated therewith, (ii) such Refinancing Indebtedness has a later or equal final maturity and a longer or equal weighted average life as the Indebtedness being extended, refinanced or renewed, (iii) the interest rate applicable to such Refinancing Indebtedness shall not exceed a market rate (as determined in Section 5.12 hereof good faith by the board of directors of the Company or the relevant Subsidiary, as the case may be) as of the time of such extension, renewal or refinancing, (iv) if the Indebtedness being extended, renewed or refinanced is subordinated to the Obligations, such Refinancing Indebtedness is subordinated to the Obligations to the same extent that payment thereof is not required as the Indebtedness being extended, renewed or refinanced and (v) at the time of and after giving effect to such extension, renewal or refinancing, no Default or Event of Default shall exist; (g) Indebtedness incurred by such Section 5.12the Company or any Subsidiary pursuant to Permitted Receivables Purchase Facilities permitted hereunder; and (fh) other unsecured Indebtedness in respect of final judgments for the payment of money an aggregate principal amount outstanding not in excess of exceeding $10,000 in the aggregate 10,000,000 at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewtime.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness under the Note and any other obligations owed to the Lender under this Agreement or otherwiseLoan Documents; (b) other unsecured Indebtedness (and any Permitted Refinancing thereof) (x) not exceeding in the aggregate at any one time outstanding $75,000,000 and (y) so long as, after giving Pro Forma Effect to the incurrence of such Indebtedness, the Borrower existing Asset Coverage Ratio for the most recently ended Test Period is equal to or greater than the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period; provided that any Indebtedness incurred in reliance on this subsection 5.5(b) shall: (i) as of the date of incurrence of such Indebtedness have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to any prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans or such other Indebtedness); (ii) shall not have a final scheduled maturity date earlier than the date that is 91 days after the Term Loan Maturity Date of the Initial Term Loans; (iii) not require payment of interest in cash unless, after giving Pro Forma Effect to such incurrence of Indebtedness, the Consolidated Fixed Charge Coverage Ratio as of the date of incurrence is equal to or greater than 1.75:1.00; (iv) otherwise be subject to terms (excluding pricing, fees, rate floors and optional prepayment or redemption terms) no more favorable to the Credit Parties, taken as a whole (as reasonably determined by the Borrower), than the terms of this Agreement which is specifically disclosed and the other Loan Documents (except to the extent (1) such terms are conformed or added in Schedule 5.5 attached heretothe Loan Documents for the benefit of the Lenders pursuant to an amendment hereto or thereto or (2) applicable solely to periods after the latest Term Loan Maturity Date of the Initial Term Loans existing at the time of such incurrence); (v) not be incurred for the purpose of making Restricted Payments; (vi) have no obligors other than the Credit Parties existing under the Loan Documents at the time of incurrence; and (vii) shall be contractually subordinated in right of payment to the Obligations hereunder on terms reasonably acceptable to the Administrative Agent; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of businessPermitted Refinancings thereof; (d) Indebtedness existing as consisting of Capital Lease Obligations or other Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the date cost of this Agreement secured by liens permitted by subsection (a) of Section 5.7acquiring, holding or improving Property, and any Permitted Refinancing thereof, not to exceed $5,000,000 in the aggregate at any time outstanding; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof unsecured intercompany Indebtedness permitted pursuant to the extent that payment thereof is not required by such Section 5.12; andsubsection 5.4(b); (f) [reserved]; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; (h) Indebtedness owed to insurance companies or insurance brokers incurred in the Ordinary Course of Business with respect to financing of final judgments for the payment of money insurance premiums; (i) other Indebtedness not in excess of $10,000 exceeding in the aggregate at any time outstanding $5,000,000; provided that any secured Indebtedness incurred in reliance on this subsection 5.5(i) shall not exceed at any time outstanding $2,500,000; (excluding sums covered j) obligations (contingent or otherwise) existing or arising under any Rate Contracts; provided that such obligations are (or were) entered into by insurancesuch Person for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated to be held 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;”; (k) remaining unsatisfied Guarantees by the Borrower and in effect for any period of less than thirty (30) days or the Restricted Subsidiaries in respect of which a stay Indebtedness of execution the Borrower or any Restricted Subsidiary otherwise permitted hereunder; (l) obligations under Permitted Receivables Facility Documents and Permitted Refinancings thereof; (m) Acquisition Indebtedness in an amount not to exceed $25,000,000 outstanding at any one time, so long as both immediately before and after giving effect to such incurrence or assumption of Indebtedness, no Event of Default shall have occurred and be continuing; (n) [reserved]; (o) Indebtedness in respect of netting services, overdraft protections and similar services in connection with deposit accounts to the extent incurred in the Ordinary Course of Business; (p) Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors, employees and consultants, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 5.7; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (r) Indebtedness of any Non-Credit Party in an aggregate principal amount not exceeding at any time outstanding, $2,500,000, in each case determined as of the date of such incurrence; (s) [reserved]; (t) [reserved]; (u) Indebtedness incurred by any Credit Party or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the Ordinary Course of Business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims to the extent such Indebtedness is not outstanding more than 30 days; and (v) Indebtedness which may be deemed to exist pursuant to any performance and completions guaranties, surety bonds, performance bonds, appeal bonds or similar obligations incurred in the Ordinary Course of Business and consistent with past practices. 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 obtained pending exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an appeal incurrence of Indebtedness for purposes of this Section 5.5. The principal amount of any non-interest bearing Indebtedness or proceeding for reviewother discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower prepared in accordance with GAAP as of the date of incurrence thereof.

Limitation on Indebtedness. Neither On and from the Borrower nor execution of the Term Loan B Credit Facility, the Company will not, and will not permit any of its Subsidiaries will to, directly or indirectly, create, incur, issue, assume, guarantee or becomeotherwise become directly or indirectly liable, be contingently or remain liable in any manner in otherwise, with respect ofto (collectively, or allow to exist, “incur”) any Indebtedness (which as such term shall include: all indebtedness, obligations and liabilities which is defined in accordance with generally accepted accounting principles would the Term Loan B Credit Facility) other than Indebtedness permitted to be reflected on incurred pursuant to the balance sheet Section headed “Indebtedness” in the Article headed “Negative Covenants” of the Borrower Term Loan B Credit Facility as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing in effect on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwise; (b) Indebtedness of the Borrower existing as of the date of execution of the Term Loan B Credit Facility (without giving effect to any future amendment thereof), without the consent of the holders of the majority of the Notes (calculated subject to Section 8.04 (Requisite Aggregate Principal Amount; Company-Owned Notes Disregarded)) provided, however, that this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred Indenture shall not give effect to any modifications to the Section headed “Indebtedness” in the ordinary course of business; (d) Indebtedness existing as Article headed “Negative Covenants” of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof Term Loan B Credit Facility that are detrimental to the extent lenders thereunder made on or after the date hereof and prior to execution of the Term Loan B Credit Facility; and provided further, that payment thereof in the event the Term Loan B Credit Facility is not required by such executed, this Indenture shall give effect to the Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 headed “Indebtedness” in the aggregate at any time outstanding (excluding sums covered Article headed “Negative Covenants” of the Term Loan B Credit Facility in the form of the Term Loan B Credit Facility distributed by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.the Company on March 7, 2023..

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness under the Note and any other obligations owed to the Lender under this Agreement or otherwiseLoan Documents; (b) other Indebtedness (which shall be unsecured or secured by Liens on the Collateral that are junior to the Liens on the Collateral securing the Obligations pursuant to the terms of an Acceptable Intercreditor Agreement) (and any Permitted Refinancing thereof) (any Indebtedness incurred pursuant to this subclause 5.5(b), “Permitted Junior Indebtedness”); provided that any such Indebtedness shall: (i) have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Borrower existing as Initial Term Loans (without giving effect to any prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans or such other Indebtedness); (ii) not have a final scheduled maturity date earlier than the date that is 91 days after the Term Loan Maturity Date of the Initial Term Loans; (iii) not require payment of interest in cash in excess of 7% per annum and shall not require the payment of interest in cash unless the Junior Financing Cash Pay Conditions are satisfied on a Pro Forma Basis; (iv) otherwise be subject to terms (excluding pricing, fees, rate floors and optional prepayment or redemption terms) no more favorable to the Credit Parties, taken as a whole (as reasonably determined by the Borrower), than the terms of this Agreement which is specifically disclosed and the other Loan Documents; provided that any maintenance covenant levels in Schedule 5.5 attached heretothe definitive documentation governing such Indebtedness are set at a cushion of not less than 20% to the corresponding maintenance covenant levels set forth in this Agreement; (v) the Net Proceeds thereof shall be applied to prepay Term Loans, and Revolving Loans (or deposit proceeds with the Revolver Agent) and reduce the Revolving Loan Commitments, in each case, in accordance with subsection 1.8(f); (vi) have no obligors other than the Credit Parties existing under the Loan Documents at the time of incurrence; and (vii) shall, to the extent secured, (x) only be secured by assets that constitute Collateral and (y) be subject to an Acceptable Intercreditor Agreement; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of businessPermitted Refinancings thereof; (d) Indebtedness existing as consisting of Capital Lease Obligations or other Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the date cost of this Agreement secured by liens permitted by subsection (a) of Section 5.7acquiring, holding or improving Property, and any Permitted Refinancing thereof, not to exceed $5,000,000 in the aggregate at any time outstanding; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof unsecured intercompany Indebtedness permitted pursuant to the extent that payment thereof is not required by such Section 5.12; andsubsection 5.4(b); (f) [reserved]; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; (h) Indebtedness owed to insurance companies or insurance brokers incurred in the Ordinary Course of Business with respect to financing of final judgments for the payment of money insurance premiums; (i) other unsecured Indebtedness not in excess of $10,000 exceeding in the aggregate at any time outstanding $15,000,000; provided that (excluding sums covered x) such Indebtedness shall not require payment of interest in cash in excess of 7% per annum and the principal amount thereof shall not amortize, (y) such Indebtedness shall not require the payment of interest in cash unless the Junior Financing Cash Pay Conditions are satisfied on a Pro Forma Basis and (z) no Event of Default shall have occurred and be continuing at the time of incurrence thereof; (j) obligations (contingent or otherwise) existing or arising under any Rate Contracts; provided that such obligations are (or were) entered into by insurancesuch Person for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated to be held 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;”; (k) remaining unsatisfied Guarantees by the Borrower and in effect for any period of less than thirty (30) days or the Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary otherwise permitted hereunder; (l) [reserved]Obligations under (x) the ABS Documentation and (y) Permitted Receivables Facilities and the related Permitted Receivables Facility Documents; (m) [reserved]; (n) [reserved]; (o) Indebtedness in respect of netting services, overdraft protections and similar services in connection with deposit accounts to the extent incurred in the Ordinary Course of Business; (p) Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors, employees and consultants, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 5.7; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (r) [reserved]; (s) [reserved]; (t) [reserved]; (u) Indebtedness incurred by any Credit Party or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the Ordinary Course of Business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims to the extent such Indebtedness is not outstanding more than 30 days; and (v) Indebtedness which may be deemed to exist pursuant to any performance and completions guaranties, surety bonds, performance bonds, appeal bonds or similar obligations incurred in the Ordinary Course of Business and consistent with past practices. 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 stay 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 execution 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 obtained pending exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an appeal incurrence of Indebtedness for purposes of this Section 5.5. The principal amount of any non-interest bearing Indebtedness or proceeding for reviewother discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower prepared in accordance with GAAP as of the date of incurrence thereof.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet)Indebtedness, except for:for the following (“Permitted Indebtedness”): (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 5.9; (c) Indebtedness representing trade debtexisting on the Closing Date (including outstanding letters of credit, wagesso long as such letters of credit are terminated or backstopped on or prior to the expiration date of such letters credit as in effect on the Closing Date, employee benefitswithout giving effect to any auto-renewal feature thereof) and set forth in Schedule 5.5, advance payments on sales contracts including Permitted Refinancings of such Indebtedness other than letters of credit; (d) Indebtedness consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h) in an aggregate principal amount not to exceed at any time outstanding $20,000,000 and other indebtedness Permitted Refinancings thereof; (e) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b); (f) the SCP Obligations; provided that the principal amount of the SCP Obligations shall in no event exceed the Maximum SCP Facility Amount (as defined in the Intercreditor Agreement); (g) Indebtedness incurred in the ordinary course of businessbusiness in connection with the financing of insurance premiums; (dh) Indebtedness existing as of under the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.126.75% Notes and Permitted Refinancings thereof; and (fi) Indebtedness of Foreign Subsidiaries in respect of final judgments for the payment of money an aggregate amount not in excess of to exceed $10,000 in the aggregate 15,000,000 at any one time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for outstanding; provided that such Indebtedness is non-recourse to any period of less than thirty (30) days Credit Party or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewsuch Credit Party’s Property.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries will to, create, incur, assume, permit to exist, or become, be otherwise become or remain liable in any manner in with respect of, or allow to existto, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness constituting the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness of the Borrower existing as Credit Parties and their respective Restricted Subsidiaries of the date type described in clause (i) of this Agreement which the definition of Indebtedness in respect of Indebtedness of a Credit Party or Restricted Subsidiary of a Credit Party otherwise permitted hereunder; provided that, if the Indebtedness being Guaranteed is specifically disclosed subordinated to the Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Agent and the Lenders as those contained in Schedule 5.5 attached heretothe subordination of such Indebtedness; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5 and Permitted Refinancings thereof; (d) Indebtedness in an aggregate principal amount at any time outstanding not exceeding the greater of (x) $40,000,000 and (y) 20.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest) in the aggregate outstanding at any one time, wagesconsisting of (i) Indebtedness incurred for the purpose of financing (or refinancing) all or any part of the cost of acquiring, employee benefitsrepairing, advance payments on sales contracts improving, installing or designing Property, and Capital Lease Obligations and Indebtedness secured by Liens permitted by Section 5.1(h) and (ii) Permitted Refinancings thereof; (e) unsecured intercompany Indebtedness to the extent the corresponding Investment is permitted pursuant to Section 5.4; (f) Initial Term Loans and Permitted Refinancings thereof (provided that all such Initial Term Loans and Permitted Refinancings thereof are at all times subject to the other indebtedness provisions of the Initial Intercreditor Agreement or other intercreditor terms in favor of the Agent that are consistent with the intercreditor terms in the Initial Intercreditor Agreement); (g) Indebtedness which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with Investments, Permitted Acquisitions and Dispositions permitted hereunder; (h) to the extent constituting Indebtedness, deferred compensation and similar obligations to current and former officers, directors, managers, employees and consultants of the Credit Parties and their Restricted Subsidiaries incurred in the ordinary course of business; (di) to the extent constituting Indebtedness, obligations with respect to cash management services and other Indebtedness existing as in respect of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts; (ej) Liabilities Swap Agreements entered into for taxesbona fide hedging purposes, assessments, governmental charges, liens or claims described not for speculation and in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; andordinary course of business; (fk) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument or payment item drawn against insufficient funds in the ordinary course of business and (ii) Indebtedness consisting of endorsements for collection or deposit in the ordinary course of business; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of any of the Credit Parties and their Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Stock of any of the Credit Parties and their Restricted Subsidiaries (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Stock of any of the Credit Parties and their Restricted Subsidiaries for the purpose of financing such acquisition) otherwise permitted hereunder; (n) Indebtedness which may exist or be deemed to exist pursuant to or in connection with bid, performance, statutory, surety, stay, customs, appeal or similar bonds, completion guaranties or other similar obligations in the ordinary course of business; (o) Indebtedness in respect of final judgments credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar arrangements in the ordinary course of business; (p) unsecured Indebtedness owing to future, current and former officers, directors, managers, employees and consultants (or any current or former spouses or domestic partners, family members, trusts or other estate planning vehicles or estates or heirs of any of the foregoing) incurred in connection with the repurchase or redemption of Stock that has been issued to such Persons, so long as the aggregate principal amount of all such Indebtedness outstanding at any one time does not exceed the greater of (x) $7,000,000 and (y) 10.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest) in the aggregate outstanding at any one time; (q) unsecured Indebtedness, earn-outs and holdbacks owing to sellers of assets or Stock to any of the Credit Parties and their Restricted Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions or other Investments permitted hereunder so long as the aggregate principal amount of all such Indebtedness, earn-outs and holdbacks at any one time outstanding do not exceed the greater of (x) $30,000,000 and (y) 45.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) (plus the amount of any increase in principal resulting from interest paid-in-kind or capitalized interest, in each case, in accordance with the subordination provisions applicable thereto) in the aggregate outstanding at any one time, in each case subordinated in right of payment to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Agent and Permitted Refinancings thereof; (r) unsecured (except for Liens granted to customers on customer deposits) Indebtedness incurred in the ordinary course of money business with respect to customer deposits and, solely to the extent constituting Indebtedness, other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of Indebtedness; (s) Indebtedness of Non-Credit Parties; provided that the aggregate principal amount of such Indebtedness at any time outstanding (together with any Indebtedness of Non-Credit Parties incurred pursuant to Sections 5.5(ff) and 5.5(gg)) shall not exceed the greater of (x) $18,000,000 and (y) 25.0% of Combined EBITDA (determined on a Pro Forma Basis on the date of incurrence for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) in excess the aggregate outstanding at any one time; (t) Guarantees by (i) Credit Parties in respect of Indebtedness of other Credit Parties otherwise permitted under this Section 5.5, and (ii) Subsidiaries of any Parent which are not Credit Parties in respect of Indebtedness of any of the Credit Parties or any of their respective Restricted Subsidiaries in respect of Indebtedness of other Subsidiaries of any Parent otherwise permitted under this Section 5.5; (u) [reserved]; (v) at any time outstanding due to any landlord in connection with the financing by such landlord of leasehold improvements; (w) Indebtedness with a principal amount not exceeding the greater of (x) $10,000 21,000,000 and (y) 30.0% of Combined EBITDA (determined on a Pro Forma Basis on the date of incurrence for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) in the aggregate outstanding at any one time (up to the greater of (x) $10,000,000 and (y) 15% of Combined EBITDA (determined on a Pro Forma Basis on the date of incurrence for the most recently ended four Fiscal Quarter period for which financial statements have been delivered) in the aggregate outstanding at any one time of which amount, together with any other Indebtedness or other obligations secured by Liens permitted under Section 5.1(ee), may be secured Indebtedness) (plus the amount of any increase in principal resulting from interest paid-in-kind or capitalized interest, in each case, in respect of Indebtedness originally permitted to be incurred pursuant to this subsection (v)) in the aggregate at any time outstanding; (x) contingent obligations under Guarantees (other than Guarantees of Indebtedness) entered into in the ordinary course of business; (y) Indebtedness supported by a Letter of Credit in an aggregate outstanding principal amount not to exceed the face amount of such Letter of Credit; (excluding sums covered by insurancez) remaining unsatisfied Indebtedness subject to Liens permitted under Section 5.1(ee); (aa) solely to the extent constituting Indebtedness (other than Indebtedness for borrowed money), (i) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in effect for any period the ordinary course of less than thirty business to the extent that they are permitted to remain unfunded under applicable Requirements of Law and (30ii) days Indebtedness incurred or created in the ordinary course of business in respect of workers’ compensation claims, health, disability or other employee benefits, salary, wages or other compensation or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claim (it being understood that the Borrowers may use proceeds of Permitted Term Indebtedness permitted under Section 5.2(f) to pay the expenses specified in subclauses (i) and (ii) of this clause (aa)); (bb) [Reserved]; (cc) Indebtedness substantially similar to the Indebtedness described in Section 5.5(d) incurred in respect of Permitted Sale-Leaseback Transactions permitted pursuant to Section 5.2(o); (dd) Indebtedness consisting of any increase in the principal amount of any Indebtedness described in clauses (a) through (bb) of this Section 5.5 resulting from interest paid-in-kind or continuously capitalized interest; (ee) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (cc) of this Section 5.5; (ff) Permitted Term Indebtedness (other than Indebtedness contemplated by clause (f) above); provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (ff) by Non-Credit Parties (together with any Indebtedness of Non-Credit Parties incurred pursuant to Sections 5.5(s) and 5.5(gg)) shall not exceed the greater of (x) $18,000,000 and (y) 25% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) in the aggregate outstanding at any one time; (gg) Indebtedness incurred or assumed by any Credit Party or any Restricted Subsidiary in a stay Permitted Acquisition or any other similar Investment permitted hereunder; provided that (i) no Default or Event of execution Default has occurred and is continuing as of the date the definitive agreement for such Acquisition or Investment is executed, (ii) if such Indebtedness is assumed, such Indebtedness shall not have been incurred in contemplation of such Acquisition or Investment and (iii) if such Indebtedness is secured (A) the Payment Conditions are met on a Pro Forma Basis and (B) to the extent such liens are on Collateral securing the Obligations (1) the beneficiaries thereof (or an agent on their behalf) shall have entered into an intercreditor agreement reasonably satisfactory to the Agent, (2) if such Indebtedness is a credit facility that could have been incurred as an Incremental Facility pursuant to Section 1.1(b), the Borrowers shall have been obtained pending permitted to incur such Indebtedness pursuant to, and such indebtedness shall be deemed to be incurred in reliance on, Section 1.1(b) and (3) such Indebtedness is subject to the same requirements as govern the Revolving Commitment Increases (including Section 1.1(b)(iv)); provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (gg) by Non-Credit Parties (together with any Indebtedness of Non-Credit Parties incurred pursuant to Sections 5.5(s) and 5.5(ff)) shall not exceed the greater of (x) $18,000,000 and (y) 25% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) in the aggregate outstanding at any one time; (hh) to the extent constituting Indebtedness, advances to Foreign Subsidiaries in respect of transfer pricing and cost-sharing arrangements by and among Parents and their respective Restricted Subsidiaries so long as such arrangements are made pursuant to policies in place on the Closing Date or approved by the applicable Borrower’s board of directors and reviewed by an appeal independent certified public accounting firm of recognized national standing that is either (i) a member of the “Big Four” or proceeding for review(ii) reasonably acceptable to the Agent (such approval not to be unreasonable withheld, conditioned or delayed); and (ii) letters of credit, bank guarantees, or bank acceptances that are issued by an unaffiliated third-party issuer whose senior unsecured unsubordinated indebtedness is rated at least A3 by ▇▇▇▇▇’▇ and A- by S&P and are unsecured or secured pursuant to, and in accordance with, Section 5.1(kk); provided that the aggregate stated amount of all such letters of credit, bank guarantees, or bank acceptances shall not exceed $1,000,000.

Limitation on Indebtedness. Neither (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness (other than pursuant to Section 4.03(b)) unless (x) on the Borrower nor date thereof the Consolidated Coverage Ratio would be greater than 2.25:1.00 and (y) in the case of any such Indebtedness Incurred by a Restricted Subsidiary, such Indebtedness is Permitted Subsidiary Indebtedness. (b) Notwithstanding Section 4.03(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness under the Senior Secured Credit Agreement of the Company, in an aggregate principal amount at any time outstanding not to exceed an amount equal to $1,045,000,000 minus (without duplication) the following amounts: (A) the aggregate amount of all scheduled repayments of principal actually made thereunder since the 1997 Notes Issue Date and all mandatory repayments of principal actually made thereunder since the 1997 Notes Issue Date with the Net Available Cash from Asset Dispositions other than Financing Dispositions (to the extent, in the case of repayments of revolving credit indebtedness, that the corresponding commitments have been permanently reduced), and (B) at any date of determination, an amount equal to (x) the amount then outstanding (I.E., advanced, and received by, and available for use by, the Company) under any Receivables Financing (as set forth in the books and records of the Company and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing) that has been entered into by any Receivables Subsidiary since the 1997 Notes Issue Date and that, as of such date of determination, has not expired or otherwise terminated, minus (y) the sum (without duplication) of (1) the aggregate borrowing commitment amount under the Senior Secured Credit Agreement that at the time can be used only for the purpose of funding any liabilities or obligations arising in connection with any such Receivables Financing, or funding any refinancing, refunding, repayment or replacement in respect of any such Receivables Financing, plus (2) the aggregate face amount of letters of credit issued or to be issued under or pursuant to the Senior Secured Credit Agreement to support any such liabilities or obligations, or any such refinancing, refunding, repayment or replacement, which letters of credit at the time are undrawn and outstanding or have been drawn; PROVIDED that such reduction shall be effective on the business day next following the date of receipt of such confirmation in writing by the Company and shall no longer be effective on the business day next preceding the date of such expiration or other termination; (ii) Indebtedness of the Company or any Subsidiary of the Company under the Machinery Credit Agreement or otherwise Incurred to finance or refinance packaging machinery (including the development, manufacture or acquisition thereof) in connection with any Related Business, in an aggregate principal amount outstanding at any time not to exceed the then aggregate book value of the packaging machinery that is thereby financed or refinanced or that was otherwise owned by the Company or any of its Subsidiaries will createon the 1997 Notes Issue Date (or, incurif greater, assumeto the extent that any such machinery shall be appraised by an independent appraiser, the appraised value of such machinery); (iii) Indebtedness of the Company owing to and held by any Restricted Subsidiary or becomeIndebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; PROVIDED, be HOWEVER, that any subsequent issuance or remain liable transfer of any Capital Stock or any other event which results in any manner such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in respect ofeach case, or allow to existconstitute the Incurrence of such Indebtedness by the issuer thereof; (iv) Indebtedness represented by the 1997 Notes and the Securities, any Indebtedness (which term shall include: all indebtednessother than the Indebtedness described in clauses (i)-(iii) above) outstanding, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected or Incurred pursuant to commitments outstanding, on the balance sheet 1997 Notes Issue Date (including, without limitation, the Existing Notes), any Indebtedness incurred pursuant to Section 4.03(a) of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by 1997 Notes Indenture prior to the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note Issue Date and any other obligations owed to the Lender under Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Agreement clause (iv) or otherwiseSection 4.03(a); (bv) (A) (x) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the Borrower existing date on which such Restricted Subsidiary was acquired by the Company and (y) Indebtedness of a Person assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from such Person provided that at the time such assets were owned by such other Person such Indebtedness was either secured by such assets or related to the acquisition, ownership, improvement or use of such assets by such other Person (in each case other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the date funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary or such assets were acquired by the Company or a Restricted Subsidiary, as applicable); PROVIDED, HOWEVER, that at the time such Restricted Subsidiary is acquired by the Company or such assets are acquired by the Company or a Restricted Subsidiary, as applicable, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness pursuant to this Agreement which is specifically disclosed clause (v) and (B) Refinancing Indebtedness Incurred by the Company or a Restricted Subsidiary, as applicable, in Schedule 5.5 attached heretorespect of Indebtedness Incurred by the Company or such Restricted Subsidiary, as applicable, pursuant to this clause (v); (cvi) Indebtedness representing trade debt(A) in respect of judgment, wagesappeal, employee benefitssurety, advance payments on sales contracts performance and other indebtedness like bonds provided by the Company and its Restricted Subsidiaries in the ordinary course of their business and which do not secure other Indebtedness (other than any involved in any judgment, appeal or similar proceeding to which any such bond relates), (B) of the Company or any Restricted Subsidiary with respect to letters of credit or bankers' acceptances incurred in the ordinary course of business, (C) consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries, or represented by Guarantees consisting of contracts for the purchase of wood chips in the ordinary course of business, (D) under (x) Currency Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in foreign currency exchange rates in respect of foreign exchange exposures incurred by the Company or any Restricted Subsidiary in the ordinary course of its business, (y) Interest Rate Agreements entered into in the ordinary course of business and designed to protect the Company against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary permitted to be Incurred under this Indenture, and (z) Commodities Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in the price of, or the shortage or supply of, commodities entered into in the ordinary course of business, (E) in respect of the financing of insurance premiums in the ordinary course of business, (F) of the Company or any Restricted Subsidiary arising from the honoring of a check, draft or similar instrument drawn against insufficient funds; provided that such Indebtedness is extinguished within two business days of its incurrence, and (G) of a Receivables Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition; (dvii) Indebtedness existing represented by the Note Guarantees, Guarantees by the Company or any Restricted Subsidiary of Indebtedness Incurred by any Restricted Subsidiary, and Guarantees of Indebtedness Incurred pursuant to clause (i), (ii) or (iv) hereof; (viii) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities, or obligations in respect of purchase price adjustments, in connection with the acquisition or disposition of assets permitted under this Indenture; (ix) Indebtedness (1) of the Company consisting of guarantees of up to an aggregate principal amount of $30,000,000 of borrowings by Management Investors in connection with the purchase of Management Stock by such Management Investors or (2) of the Company or any Restricted Subsidiary consisting of guarantees in respect of loans or advances made to officers or employees of Holding, RIC Holding, the Company or any Restricted Subsidiary, or guarantees otherwise made on their behalf, (A) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, (B) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility or (C) in the ordinary course of business not exceeding $2,500,000 in the aggregate outstanding at any time; (x) Bank Indebtedness or working capital Indebtedness of non-U.S. Restricted Subsidiaries not exceeding an aggregate principal amount of the sum (determined as of the end of the most recent fiscal quarter ending at least 45 days prior to the date of this Agreement secured by liens permitted by subsection (adetermination) of Section 5.7; (eA) Liabilities for taxes90% of Receivables of all non-U.S. Restricted Subsidiaries, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12and (B) 75% of Inventory of all non-U.S. Restricted Subsidiaries; and (fxi) Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this Section 4.03(b)) in respect an aggregate principal amount not exceeding $100,000,000. (c) For purposes of final judgments for determining the payment outstanding principal amount of money any particular Indebtedness Incurred pursuant to this Section 4.03, (1) Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in excess part by one such provision and in part by one or more other provisions of $10,000 this Section 4.03 permitting such Indebtedness and (2) in the aggregate at event that Indebtedness or any time outstanding (excluding sums covered by insurance) remaining unsatisfied portion thereof meets the criteria of more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness and only be required to include the amount of such Indebtedness in effect for any period one of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewsuch clauses.

Limitation on Indebtedness. Neither (a) Subject to the Borrower nor other provisions of this Section 5.14, the Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries will the Company to, directly or indirectly, create, incur, issue, suffer to exist, assume, guarantee or become, be otherwise become 44 directly or remain indirectly liable in any manner in with respect of, or allow to existto, any Indebtedness (collectively, an "INCURRENCE"), provided that the Company or any of its Restricted Subsidiaries may incur additional Indebtedness if, at the time of the original incurrence of such Indebtedness and after giving effect thereto on a pro forma basis, the Consolidated Debt Service Coverage Ratio for the Company for the four fiscal quarters immediately preceding such incurrence for which term shall include: all indebtedness, obligations and liabilities which quarterly financial statements are available in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower Section 5.08, taken as a liability; all indebtednessone period, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note and any other obligations owed is greater than 2.0 to the Lender under this Agreement or otherwise;1.0. (b) Notwithstanding the foregoing, Indebtedness may be incurred as follows: (i) Indebtedness of the Borrower Company and its Restricted Subsidiaries existing as of on the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoInitial Issuance Date; (cii) Indebtedness representing of the Company evidenced by the Notes and the Indenture; (iii) Indebtedness of the Company or a Restricted Subsidiary owing to a Restricted Subsidiary or the Company, provided that any such Indebtedness owing by the Company to a Restricted Subsidiary shall rank junior in right of payment to the Notes; (iv) Acquired Indebtedness of the Company or any Restricted Subsidiary of the Company, provided that such Indebtedness if incurred by the Company would be in compliance with paragraph (a) of this Section 5.14; (v) (A) Indebtedness of a Restricted Subsidiary of the Company under guarantees of Indebtedness otherwise permitted to be incurred pursuant to this Section 5.14 and (B) Indebtedness of the Company under guarantees of Indebtedness otherwise permitted to be incurred pursuant to this Section 5.14; (vi) Indebtedness of the Company or a Restricted Subsidiary of the Company in respect of letters of credit for the benefit of trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred vendors issued in the ordinary course of businessbusiness in an aggregate amount not exceeding $20 million at any one time outstanding; (dvii) Indebtedness existing as issued in exchange for, or the proceeds of which are used to repay or refund or refinance or discharge or otherwise retire for value, Indebtedness of the date Company or any of its Restricted Subsidiaries permitted under clauses (i), (ii), (iv), (vii), (viii), (ix) and (x) of this Agreement secured by liens permitted by subsection paragraph (b) or under paragraph (a) above ("REFINANCING INDEBTEDNESS") in a principal amount (or if such Refinancing Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of Section 5.7acceleration thereof, with an original issue amount not to exceed such principal amount), not to exceed the principal amount of the Indebtedness so refinanced (or, if the Indebtedness being refinanced was issued with original issue discount, the original issue amount) plus customary fees, expenses and costs related to the incurrence of such Refinancing Indebtedness; provided that (A) Refinancing Indebtedness of any Restricted Subsidiary of the Company shall not be used to refund or refinance outstanding Indebtedness of the Company, and (B) with respect to any 45 Refinancing Indebtedness which refinances Indebtedness which ranks junior in right of payment to the Notes, (x) such Refinancing Indebtedness is subordinated in right of payment at least to the same extent as the Indebtedness to be refunded or refinanced if such Indebtedness had remained outstanding and (y) the Refinancing Indebtedness has an Average Life and Stated Maturity which is equal to or greater than the Indebtedness to be repaid or refunded or refinanced or discharged or otherwise retired for value at the time of such incurrence, provided further that, for the purpose of determining the amount of Indebtedness that has been incurred pursuant to any of foregoing enumerated clauses, there shall be included in each such clause the principal amount then outstanding of any Indebtedness originally incurred pursuant to such clause and thereafter refinanced pursuant to this clause (vii) and any subsequent refinancings thereof. (viii) Indebtedness of the Company or any of its Restricted Subsidiaries incurred to finance the cost of acquisition, construction, refurbishing, modification to or alteration of vessels used or to be used in the business of the Company or its Restricted Subsidiaries; (eix) Liabilities for taxesIndebtedness of the Company or any of its Restricted Subsidiaries under Currency Agreements and Interest Rate Agreements; provided that the obligations under such agreements are related to payment obligations incurred in compliance with this Indenture and that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) 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, assessmentsindemnities and compensation payable thereunder; (x) Indebtedness of the Company or any of its Restricted Subsidiaries in an amount that, governmental charges, liens or claims described in Section 5.12 hereof when added to the extent that payment thereof amount of all other Indebtedness previously incurred and outstanding pursuant to this clause (x), does not exceed 15% of the Company's Consolidated Net Tangible Assets at the time such new Indebtedness is not required by such Section 5.12incurred; and (fxi) Indebtedness in respect Indebtedness, to the extent the net proceeds thereof are promptly applied to defease any of final judgments for the Notes as described below under Section 12.1 and to pay fees, expenses, premiums and other payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewobligations related to such defeasance.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debtexisting on the Second Restatement Closing Date and set forth in Schedule 5.5 including modifications, wagesextensions, employee benefitsrefinancings, advance payments on sales contracts refundings and renewals thereof which do not increase the principal amount of such Indebtedness as of the date of such modifications, extension, refinancing, refunding or renewal except by an amount equal to any premium or other indebtedness similar amount paid, and fees and expenses incurred in the ordinary course of businessconnection with such modification, extension, refinancing, refunding or renewal and by an amount equal to any existing commitments unutilized thereunder; (d) Indebtedness existing as not to exceed $15,000,000 in the aggregate at any time outstanding, consisting of the date of this Agreement Capital Lease Obligations (and modifications, refinancings, refundings, renewals or extensions thereof) or secured by liens Liens permitted by subsection (a) of Section 5.75.1(h); (e) Liabilities unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b) and Section 5.6; (f) unsecured or secured indebtedness of Borrower’s Foreign Subsidiaries for taxesborrowed money not in excess at any particular date of the aggregate amount of $10,000,000, assessmentswhich indebtedness shall be used for the working capital, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by acquisitions and liquidity needs of such Section 5.12Foreign Subsidiaries; and (fg) other unsecured Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 exceeding in the aggregate at any time outstanding $1,000,000; (excluding sums covered h) Indebtedness arising from the honoring by insurancea bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) remaining unsatisfied drawn against insufficient funds in the Ordinary Course of Business; provided, however, that such Indebtedness is extinguished within two Business Days of incurrence; (i) cash management obligations and in effect for any period of less than thirty (30) days or other Indebtedness in respect of which a stay netting services and similar arrangements in each case in connection with cash management and deposit accounts; (j) Indebtedness of execution shall have been obtained pending the Borrower in an appeal or proceeding for reviewaggregate amount not to exceed $25,000,000 at any time outstanding pursuant to documentation in form and substance satisfactory to Agent; (k) Indebtedness consisting of the financing of insurance premiums in the Ordinary Course of Business; and (l) Indebtedness in an aggregate amount not to exceed $500,000 at any time outstanding consisting of take-or-pay obligations contained in supply agreements in the Ordinary Course of Business.

Limitation on Indebtedness. Neither the The Borrower nor shall not, and shall not suffer or permit any of its Subsidiaries will to (and shall not suffer or permit any Joint Venture which is less than fifty percent (50%) owned by the Borrower or any of its Subsidiaries, if the Borrower or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Borrower or such Subsidiary, to) create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments whichexcept, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except foreach instance solely to the extent permitted under the Subordinated Loan Agreement: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Restatement Effective Date and other indebtedness incurred set forth in Schedule 5.5 including extensions and refinancings thereof which do not increase the ordinary course principal amount of businesssuch Indebtedness as of the date of such extension or refinancing; (d) Indebtedness existing as not to exceed $750,000 in the aggregate at any time outstanding, consisting of the date of this Agreement Capital Lease Obligations or secured by liens Liens permitted by subsection (a) of Section 5.75.1(h); (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof unsecured intercompany Indebtedness permitted pursuant to the extent that payment thereof is not required by such Section 5.12; andsubsection 5.4(b); (f) unsecured Indebtedness (including earnouts) owing to sellers incurred in respect of final judgments for connection with Permitted Acquisitions, which Indebtedness (i) is subordinated to the Obligations on terms and conditions reasonably acceptable to the Agent, (ii) does not require payment of money principal (other than any earn out obligation) prior to payment in full of the Loans, (iii) pays cash interest no more frequently than quarterly at a rate no greater than ten percent (10%) per annum, and (iv) does not in excess of exceed $10,000 500,000 in the aggregate at any time outstanding for all such Indebtedness (excluding sums covered assuming for such purpose that earnouts shall be deemed to equal the maximum amount thereof) (the foregoing Indebtedness being referred to as “Seller Paper”); (g) Subordinated Indebtedness not to exceed the original principal amount of $25,100,000, as the same may be increased due to capitalized interest, evidenced by insurancethe Subordinated Notes; and (h) remaining unsatisfied and other unsecured Indebtedness not exceeding in effect for the aggregate at any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewtime outstanding $500,000.

Limitation on Indebtedness. Neither the The Parent Borrower nor will not, and will not permit any of its the Restricted Subsidiaries will to, create, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in provided that the Parent Borrower and any manner in respect of, or allow to exist, any Restricted Subsidiary (other than a Restricted Foreign Subsidiary) may incur Indebtedness (which term and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness), if immediately before and after giving effect to such incurrence, (x) no Default shall include: all indebtednesshave occurred and be continuing and (y) the Parent Borrower shall be in compliance, obligations on a Pro Forma Basis, with the Senior Secured Incurrence Test, provided, further, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness pursuant to the foregoing proviso in an aggregate principal amount outstanding at any time, when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to Section 10.1(d), (j), (k) and liabilities which (n), exceeding $125,000,000. Notwithstanding the foregoing, the limitations set forth in accordance with generally accepted accounting principles would be reflected on the balance sheet immediately preceding paragraph shall not apply to any of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forfollowing items: (a) (x) Indebtedness arising under the Note Credit Documents and (y) Indebtedness in an aggregate principal amount not to exceed $2,300,000,000 at any other obligations owed time outstanding under the Term Loan Facility (plus additional Indebtedness thereunder or under any amendment thereto, which does not exceed, in the aggregate, the difference of (i) $325,000,000 less (ii) the aggregate principal amount of all New Revolving Loans made pursuant to the Lender under this Agreement or otherwiseSection 2.14); (b) subject to compliance with Section 10.5, Indebtedness of the Parent Borrower existing as or any Restricted Subsidiary owed to the Parent Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subordinated to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoObligations on terms reasonably satisfactory to the Administrative Agent; (c) Indebtedness representing trade debtin respect of any bankers’ acceptance, wagesbank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefitsbenefits or property, advance payments casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (d) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(d) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Parent Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (i) if the Indebtedness being guaranteed under this Section 10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on sales contracts terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (ii) no guarantee by any Restricted Subsidiary of the Term Loan Facility, Senior Notes, Senior Subordinated Notes or any Permitted Additional Debt shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee and other indebtedness (iii) the aggregate amount of Guarantee Obligations incurred by Credit Parties under this clause (d) in respect of obligations owed by Persons that are not Credit Parties and the aggregate amount of Guarantee Obligations incurred by Restricted Subsidiaries that are not Guarantors under this clause (d), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to the proviso in the first paragraph of this Section 10.1 and Section 10.1(j), (k) and (n), shall not exceed $125,000,000 at any time outstanding; (e) Guarantee Obligations (i) incurred in the ordinary course of businessbusiness in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), 10.5(g), 10.5(i), 10.5(q), 10.5(r), 10.5(t) and 10.5(v); (df) (i) Indebtedness existing as (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, repair, replacement expansion, or improvement of such fixed or capital assets, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof and Capital Leases entered into pursuant to subclauses (i) and (ii) above, provided, that the aggregate amount of Indebtedness incurred pursuant to this Agreement secured clause (iii) at any time outstanding shall not exceed $75,000,000 and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii) above, provided that, except to the extent otherwise expressly permitted hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by liens permitted by subsection (a) an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of Section 5.7fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension; (eg) Liabilities for taxesIndebtedness outstanding on the date hereof listed on Schedule 10.1 and any modification, assessmentsreplacement, governmental chargesrefinancing, liens refunding, renewal or claims described in Section 5.12 hereof extension thereof; provided that except to the extent that payment otherwise expressly permitted hereunder, in the case of any such modification, replacement, refinancing, refunding, renewal or extension, (x) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) to the extent such Indebtedness being modified, replaced, refinanced, refunded, renewed or extended constitutes Indebtedness owed to the Borrower or any Restricted Subsidiary, the creditor with respect to such Indebtedness is not required by such Section 5.12; andchanged; (fh) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding Hedge Agreements; (excluding sums covered by insurancei) remaining unsatisfied and in effect for any period of less than thirty (30) days or Indebtedness in respect of which (x) the Senior Notes in an aggregate principal amount not to exceed $1,175,000,000 and (y) the Senior Subordinated Notes in an aggregate principal amount not to exceed $725,000,000 plus the PIK Interest Amount; (i) Indebtedness of a stay Person or Indebtedness attaching to assets of execution shall have been obtained pending an appeal a Person that, in either case, becomes a Restricted Subsidiary (or proceeding for review.is a Restricted Subsidiary that survives a merger with such Person) or Indebtedness attaching to assets that are acquired by the Parent Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; provided that

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or permit to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Borrower or any Subsidiary Guarantor pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) to the extent permitted by Section 6.07(c), Indebtedness of the Company to any Subsidiary, and of any Subsidiary to the Company or any other Subsidiary; provided that all such Indebtedness of any Borrower existing as of or any Subsidiary Guarantor owed to a Person that is not a Borrower or a Subsidiary Guarantor shall be subject to and evidenced by the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoSubordinated Intercompany Note; (c) Indebtedness representing trade debt(including, wageswithout limitation, employee benefitsAttributable Debt arising from Permitted Sale-Leaseback Transactions and Capital Lease Obligations) secured by Liens permitted by Sections 6.02(g) and (q); provided, advance payments that the aggregate amount of all such Indebtedness, together with the aggregate principal amount of all Indebtedness incurred pursuant to Sections 6.01(g), 6.01(h) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (d) Indebtedness outstanding on sales contracts the Restatement Effective Date and listed on Schedule 6.01(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the Weighted Average Life to Maturity thereof); (e) to the extent permitted by Section 6.07(c), Guarantee Obligations made in the ordinary course of business by the Company or any of its Subsidiaries of obligations of the Company or any Subsidiary of the Company; (f) unsecured senior and/or senior subordinated Indebtedness of the Company (other than Permitted Seller Debt) and the unsecured senior and/or senior subordinated guarantee by any Subsidiary Guarantor hereunder of the Company’s obligations thereunder; provided that (i) such Indebtedness shall have no scheduled amortization and no part of the principal part of such Indebtedness shall have a maturity date earlier than 181 days after the Maturity Date, (ii) after giving effect to the incurrence of any such Indebtedness, on a Pro Forma Basis, as if such incurrence of Indebtedness, the application of the proceeds thereof and the consummation of any other Specified Transaction occurring since the first day of the Calculation Period then last ended had occurred on the first day of the Calculation Period then last ended, the Company and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.18 for the Calculation Period then last ended, and the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company to such effect setting forth in reasonable detail the computations necessary to demonstrate such compliance with the covenants contained in Section 6.18, (iii) at the time of the incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist and be continuing, (iv) such Indebtedness contains covenants, events of default, redemption provisions, remedies, subordination provisions (if applicable) and other terms and conditions customary at the time for high yield unsecured senior or senior subordinated securities issued in a public offering or a private placement under Rule 144A of the Securities Act of 1933 and otherwise reasonably acceptable to the Administrative Agent (provided that, in any event, the documentation governing such Indebtedness shall not include a financial maintenance covenant and may only include a “cross acceleration” default to other indebtedness rather than a “cross default”) and (v) the documentation governing such Indebtedness contains terms that are no more restrictive than the terms applicable to the Indebtedness hereunder; (g) Indebtedness of Foreign Subsidiaries of the Company in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(h) and 6.02(o), not to exceed the Restricted Debt Basket Amount; (h) Indebtedness of a Subsidiary of the Company acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness) (the “Permitted Acquired Debt”), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (it being understood and agreed that Capital Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y)), and (z) the aggregate principal amount of all Permitted Acquired Debt assumed pursuant to this clause (g), together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business Days of its incurrence; (dj) Indebtedness existing as of the date Company or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement secured Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by liens any other Person except as permitted by subsection (a) of Section 5.76.01(e); (ek) Liabilities for taxesIndebtedness to insurance companies incurred in order to permit the Company or one of its Subsidiaries to repay obligations owing by such Person to former employees of such Person under either of the Company’s 401K Plus deferred compensation plans, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof so long as such Indebtedness is not required greater than the aggregate cash surrender value of insurance policies owned by such the Company and covering the lives of participants in the Company’s 401K Plus deferred compensation plans; (l) Permitted Seller Debt; (m) (i) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $100,000,000 at any time outstanding and (ii) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Factoring Transactions permitted pursuant to Section 5.126.04(i); and (fn) additional Indebtedness of the Company or any Subsidiary Guarantor in respect of final judgments an aggregate principal amount (for the payment Company and all Subsidiary Guarantors) not to exceed at any one time outstanding an amount equal to the remainder of money not in excess (x) 10% of $10,000 in Consolidated Net Worth at such time less (y) the sum of (I) the aggregate amount of all Indebtedness incurred pursuant to Section 6.01(c) and outstanding at any such time plus (II) the aggregate principal amount of all Permitted Acquired Debt incurred pursuant to Section 6.01(h) and outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewat such time.

Limitation on Indebtedness. Neither The Company shall not, and the Borrower nor Company shall not suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations (to the Borrower existing as of extent the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretosame constitute Indebtedness) permitted pursuant to Section 10.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Petition Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 10.5 including Permitted Refinancings thereof; (d) Indebtedness existing as not to exceed an aggregate principal amount at any time outstanding of the date $10,000,000, consisting of this Agreement secured by liens permitted by subsection (a) of Section 5.7Capital Lease Obligations and Permitted Refinancings thereof; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in intercompany Indebtedness permitted pursuant to Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and10.4(b); (f) Indebtedness (1) existing on the Prepetition Date under the Prepetition Notes Documents (including any such Indebtedness that becomes Roll-Up Obligations), (2) existing on the Petition Date under the ABL Documents in respect of final judgments for an original aggregate principal amount not to exceed $110,000,000.00, and (3) under the payment of money ABL DIP Facility in an aggregate principal amount outstanding at any time after the Petition Date not in to exceed the excess of $10,000 110,000,000.00 over the principal balance of the Prepetition ABL Obligations (as defined in the Interim DIP Order) outstanding as of the applicable date of determination; (g) Indebtedness under the Factoring Facility Documents as in effect on the date hereof or as otherwise modified with the prior written consent of the Required Holders and Permitted Refinancings thereof; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; provided that upon the incurrence of Indebtedness with respect to any such reimbursement obligations, such obligations are reimbursed not later than thirty (30) days following such incurrence; (i) [reserved]; (j) Indebtedness incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations, and in the case of the Credit Parties, not to exceed $1,000,000 in the aggregate at any time outstanding; (k) Indebtedness arising from the honoring by a bank or other depository institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence; (l) Indebtedness consisting of the financing of insurance premiums in the Ordinary Course of Business; provided that the aggregate principal amount thereof does not exceed the annual premium amount and shall be secured only by Liens permitted under Section 10.1(x); and (m) Any prepetition Indebtedness of Foreign Subsidiaries of the Company that are not Credit Parties that is outstanding (excluding sums covered by insurance) remaining unsatisfied as of the Petition Date and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewPermitted Refinancings thereof.

Limitation on Indebtedness. Neither the Borrower nor The Company shall not, and shall not suffer or permit any of its Subsidiaries will Subsidiary to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 7.08; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 7.05; (d) Indebtedness existing as of the date of this Agreement secured by liens Liens permitted by subsection Sections 7.01(i) and (a) of Section 5.7j); (e) Liabilities for taxesIndebtedness in the form of leases permitted pursuant to Section 7.09; (f) extensions, assessmentsrenewals or refinancings of Indebtedness permitted under Sections 7.05(a), governmental charges(c), liens (d), (f) and (j), so long as (i) such Indebtedness (the “Refinancing Indebtedness”) is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being extended, renewed or claims described refinanced plus the amount of any premiums required to be paid therefor and fees and expenses associated therewith, (ii) such Refinancing Indebtedness has a later or equal final maturity and a longer or equal weighted average life as the Indebtedness being extended, refinanced or renewed, (iii) the interest rate applicable to such Refinancing Indebtedness shall not exceed a market rate (as determined in Section 5.12 hereof good faith by the Company or the relevant Subsidiary, as the case may be) as of the time of such extension, renewal or refinancing, (iv) if the Indebtedness being extended, renewed or refinanced is subordinated to the Obligations, such Refinancing Indebtedness is subordinated to the Obligations to the same extent as the Indebtedness being extended, renewed or refinanced and (v) at the time of and after giving effect to such extension, renewal or refinancing, no Default or Event of Default shall exist; (g) Indebtedness incurred by the Company or any Subsidiary pursuant to Permitted Receivables Purchase Facilities permitted hereunder; (h) other unsecured Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 at any time; (i) Indebtedness of the Company to the Special Purpose Subsidiary or of the Special Purpose Subsidiary to the Company, to the extent that payment thereof is not required by such Indebtedness results from an Investment permitted under Section 5.127.04(c); and (fj) Subordinated Indebtedness of the Company to the extent subordinated in respect right of final judgments for payment to the payment of money not in excess of $10,000 in Obligations hereunder on terms reasonably consented to by the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewMajority Banks.

Limitation on Indebtedness. Neither (a) The Borrower will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Borrower nor or any Restricted Subsidiary may Incur Indebtedness if (i) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incurrence and (ii) on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, either (x) the Consolidated Total Leverage Ratio would be no greater than 2.70:1.00 or (y) the Consolidated Net Cash Interest Coverage Ratio is greater than 2.00:1.00 (such Indebtedness, “Ratio Debt”); provided that (i) the amount of Ratio Debt that may be Incurred by Restricted Subsidiaries that are not Loan Parties, together with the Indebtedness Incurred pursuant to Section 6.01(b)(x) by Restricted Subsidiaries that are not Loan Parties and any Refinancing Debt in respect thereof, shall not exceed the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period at any one time outstanding; (ii) any such Ratio Debt shall not mature earlier than the Latest Maturity Date with respect to the Loans at the time of Incurrence of such Indebtedness; provided that this clause (ii) shall not apply to Ratio Debt constituting Customary Bridge Loans; and (iii) as of the date such Ratio Debt is incurred, such Ratio Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date such Ratio Debt is incurred; provided that this clause (iv) shall not apply to Ratio Debt (A) constituting Customary Bridge Loans or (B) term “B” loans having annual amortization of 1.00% or less of the original principal amount thereof. (b) Notwithstanding the foregoing paragraph (a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness of any Loan Party under the Loan Documents; (ii) Indebtedness (A) of any Restricted Subsidiary to the Borrower or (B) of the Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that, if a Loan Party Incurs such Indebtedness to a Restricted Subsidiary that is not a Loan Party, such Indebtedness is expressly subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to the Intercompany Subordination Agreement; provided, further, that any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Borrower or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer or obligor thereof not permitted by this clause (ii); (A) Indebtedness of the Borrower, and the Guarantors incurred under the Term Loan Documents, and any Refinancing Debt Incurred in respect thereof (and any Refinancing Debt Incurred in respect of such Refinancing Debt) so long as (i) such Indebtedness is subject to (and in compliance with) the terms of the Intercreditor Agreement and (ii) the aggregate principal amount of Indebtedness thereunder does not exceed the sum of (x) $1,250,000,000 and (y) the Available Incremental Amount, as of the time such Indebtedness is incurred, (B) any other Indebtedness outstanding on the Closing Date and set forth on Schedule 6.01, and (C) any Refinancing Debt Incurred (and any Refinancing Debt Incurred in respect of such Refinancing Debt) in respect of any Indebtedness described in the foregoing clause (iii)(B) or paragraph (a) above (subject to the limitation set forth in the proviso to such paragraph (a) with respect to Indebtedness Incurred by Restricted Subsidiaries that are not Loan Parties); (iv) Purchase Money Obligations and Capitalized Lease Obligations, and any Refinancing Debt with respect thereto, in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $260.0 million and 40.0% of Consolidated EBITDA for the Relevant Reference Period; (v) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness Restricted Subsidiaries; (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned A) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary; and all amounts representing rental payments which, as the case may be, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheetviolation of this Section 6.01), except for: or (aB) without limiting Section 6.06, Indebtedness of the Note and Borrower or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Borrower or any Restricted Subsidiary (other obligations owed to than any Indebtedness Incurred by the Lender under Borrower or such Restricted Subsidiary, as the case may be, in violation of this Agreement or otherwiseSection 6.01); (bvii) Indebtedness of the Borrower existing as or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five (5) Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the date acquisition or disposition of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoany business, assets or Person; (cviii) Indebtedness representing trade debtof the Borrower or any Restricted Subsidiary in respect of (A) letters of credit, wagesbankers’ acceptances or other similar instruments or obligations issued, employee benefitsor relating to liabilities or obligations incurred, advance payments on sales contracts and in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), or (B) completion guarantees, surety, judgment, appeal or performance bonds, or other indebtedness incurred similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, or (C) Hedging Agreements entered into for bona fide hedging purposes, or (D) the financing of insurance premiums in the ordinary course of business, or (E) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement; (dix) Indebtedness existing Incurred by a Securitization Subsidiary (subject to the final sentence of the definition of “Attributable Securitization Financing Indebtedness”) in a Qualified Securitization Financing in an amount not to exceed the greater of $130.0 million and 20.0% of Consolidated EBITDA for the Relevant Reference Period; provided that (A) such Indebtedness is not recourse to or guaranteed by (and does not otherwise obligate, contingently or otherwise) the Borrower or any Restricted Subsidiary that is not a Securitization Subsidiary or any of its or their respective assets or properties (except for Standard Securitization Undertakings), (B) in the event such Indebtedness shall become recourse to the Borrower or any Restricted Subsidiary that is not a Securitization Subsidiary (other than with respect to Standard Securitization Undertakings), such Indebtedness will be deemed to be, and must be classified by the Borrower as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this covenant for so long as such Indebtedness shall be so recourse; and (C) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (A), the Borrower may classify such Indebtedness in whole or in part as Incurred under this Section 6.01(b)(ix); (x) Indebtedness of (x) the Borrower or any Restricted Subsidiary Incurred or issued to finance an Acquisition or similar permitted Investment (such Indebtedness under this clause (x), “Incurred Acquisition Debt”) or (y) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement (including designating an Unrestricted Subsidiary as a Restricted Subsidiary) so long as such Indebtedness under this clause (y) was not incurred in contemplation of such acquisition, merger, amalgamation, consolidation or designation, as the case may be (such Indebtedness under this clause (y), “Acquired Debt”); provided that Indebtedness Incurred or assumed pursuant to clause (x) and clause (y), collectively, is in an aggregate amount not to exceed (in the case of clause (i), together with any Refinancing Debt in respect thereof) (i) the greater of $162.5 million and 25.0% of Consolidated EBITDA for the Relevant Reference Period at any one time outstanding, plus (ii) unlimited additional Indebtedness if, as of the last day of the Relevant Reference Period after giving pro forma effect to such acquisition, merger, amalgamation or consolidation and the incurrence of such Indebtedness (but not the cash proceeds thereof and assuming the drawing of the full amounts established thereunder) and the use of proceeds thereof, the Borrower could Incur at least $1.00 of Ratio Debt or the Consolidated Total Leverage Ratio of the Borrower would be no greater than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect thereto and any Refinancing Debt with respect to such Indebtedness; provided, further that: (A) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incurrence; (B) the amount of Indebtedness that may be Incurred pursuant to the foregoing (including any Refinancing Debt in respect thereof) by Restricted Subsidiaries that are not Loan Parties, together with the Ratio Debt Incurred pursuant to Section 6.01(a) by Restricted Subsidiaries that are not Loan Parties, shall not exceed the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period at any one time outstanding; (C) any such Incurred Acquisition Debt shall not mature earlier than the Latest Maturity Date with respect to the Loans at the time of Incurrence of such Indebtedness; provided that this clause (C) shall not apply to Incurred Acquisition Debt constituting Customary Bridge Loans; (D) if any Incurred Acquisition Debt is Incurred or Guaranteed by any Loan Party, such Incurred Acquisition Debt shall not be Incurred or Guaranteed by any Person other than a Loan Party; (E) if any Incurred Acquisition Debt is secured by all or any portion of the Collateral, such Incurred Acquisition Debt shall not be secured by any asset other than the Collateral; (F) if such Indebtedness is secured by the ABL Priority Collateral, the Liens securing such Indebtedness shall be on a junior basis to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the Intercreditor Agreement or any other Applicable Intercreditor Agreement (and the Administrative Agent agrees to negotiate such Applicable Intercreditor Agreement in good faith); (G) [reserved]; (H) as of the date any Incurred Acquisition Debt is incurred, such Incurred Acquisition Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date such Incurred Acquisition Debt is incurred; provided that this clause (H) shall not apply to Incurred Acquisition Debt constituting Customary Bridge Loans; and (I) the documentation with respect to any Incurred Acquisition Debt shall contain terms and conditions (other than with respect to pricing, fees, premiums and optional prepayment or redemption terms) not materially more restrictive (taken as a whole) in respect of Holdings, the Borrower and the Restricted Subsidiaries than those set forth in this Agreement or otherwise shall be on current market terms; (xi) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period and any Refinancing Debt with respect thereto; (xii) Contribution Indebtedness and any Refinancing Debt with respect thereto; (xiii) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period; and (A) Indebtedness of the Borrower in the form of term loans or notes, which Indebtedness (I) shall either be secured on a junior basis to the ABL Priority Collateral or be unsecured and (II) shall be contractually pari passu or junior in right of payment to the Obligations, that is incurred or issued or made in lieu of Incremental Loan Commitments (the “Incremental Equivalent Debt”); provided that: (1) the aggregate principal amount of all Incremental Equivalent Debt issued pursuant to this Section 6.01(b)(xiv) shall not, together with any Incremental Loan Commitments, exceed the Available Incremental Amount; (2) subject to Section 1.09(f), no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incurrence; (3) as of the date of determination, any such Incremental Equivalent Debt shall not mature earlier than the Latest Maturity Date with respect to the Loans at the time of Incurrence of such Indebtedness; provided that this Agreement secured by liens permitted by subsection clause (a3) of Section 5.7shall not apply to Incremental Equivalent Debt that is a term loan facility constituting Customary Bridge Loans; (e4) Liabilities for taxesthe documentation with respect to any such Incremental Equivalent Debt contains no mandatory prepayment, assessments, governmental charges, liens repurchase or claims described in Section 5.12 hereof redemption provisions prior to the extent Latest Maturity Date with respect to the Loans then in effect except with respect to excess cash flow, change of control, asset sale and event of loss or other mandatory offers to purchase or mandatory prepayments and customary acceleration rights after an event of default that payment thereof are customary for financings of such type; (5) [reserved]; (6) such Incremental Equivalent Debt shall not be subject to any guarantee by any Person other than a Loan Party; (7) such Incremental Equivalent Debt shall not be secured by any Lien on any asset of the Borrower, Holdings or any Restricted Subsidiary other than any asset constituting Collateral; (8) the security agreements relating to such Incremental Equivalent Debt shall be substantially the same as the Collateral Documents for (under and as defined in the Term Loan Agreement) (with such differences that are reasonably satisfactory to the Term Agent); (9) such Incremental Equivalent Debt shall be subject to the Intercreditor Agreement or any other Applicable Intercreditor Agreement (and the Administrative Agent agrees to negotiate such other Applicable Intercreditor Agreement in good faith); (10) [reserved]; (11) if such Incremental Equivalent Debt is junior in right of payment, then such Incremental Equivalent Debt shall be subject to subordination terms customary for such type of Indebtedness (as determined by the Borrower in good faith) (and the Administrative Agent agrees to negotiate such subordination arrangement in good faith); (12) as of the date such Incremental Equivalent Debt is incurred, such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity not required by shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date such Section 5.12Incremental Equivalent Debt is incurred; provided that this clause (12) shall not apply to Incremental Equivalent Debt that is a term loan facility (A) constituting Customary Bridge Loans or (B) term “B” loans having an annual amortization of 1.00% or less of the original principal amount thereof; (13) [reserved]; and (f14) Indebtedness in the documentation with respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at to any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.Incremental Equivalent Debt s

Limitation on Indebtedness. Neither The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur, contingently or otherwise, with respect to any Indebtedness, except: (a) (i) Indebtedness arising under the Loan Documents, including pursuant to Sections 2.14 and 2.15, and (ii) any Credit Agreement Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness arising under the Senior Secured Notes Documents (including any guarantees in respect thereof) in an aggregate principal amount not to exceed $600,000,000 and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; provided that, notwithstanding any other provision herein to the contrary, no Person other than a Loan Party shall at any time be an obligor in respect of any such Indebtedness; (i) Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or consistent with past practice or industry norm (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance) and (ii) Indebtedness supported by Letters of Credit or other letters of credit under similar facilities in an amount not to exceed the Stated Amount of such Letters of Credit or stated amount of such other letters of credit under such similar facilities; (d) Except as otherwise limited by clauses (a), (b), (h) and (u) of this Section 10.1, Guarantee Obligations Incurred by (i) any Restricted Subsidiary in respect of Indebtedness of the Borrower nor or any other Restricted Subsidiary that is permitted to be Incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiary that is permitted to be Incurred under this Agreement; provided that, if the applicable Indebtedness is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated to the Obligations; (e) Guarantee Obligations Incurred in the ordinary course of business or consistent with past practice or industry norm in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (f) (i) Indebtedness (including Financing Lease Obligations and other Indebtedness arising under mortgage financings and purchase money Indebtedness (including any industrial revenue bond, industrial development bond or similar financings)) the proceeds of which are used to finance (whether prior to or after) the acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of property (real or personal), equipment or assets, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets or otherwise Incurred in respect of Capital Expenditures; provided that such Indebtedness is Incurred concurrently with or within 270 days after the completion of the applicable acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement or the making of the applicable Capital Expenditure; provided, further, that, at the time of Incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of such Indebtedness then outstanding pursuant to this clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii) below in respect of such Indebtedness then outstanding and Indebtedness incurred pursuant to Section 10.01(g)) shall not, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (I) the greater of (x) $70,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the Internal Financial Statements most recently available on or prior to such date) minus (II) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(g) and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; (g) (i) Indebtedness constituting Financing Lease Obligations, other than Financing Lease Obligations in effect on the Restatement Agreement Effective Date (and set forth on Schedule 10.1 as amended and restated by the Restatement Agreement) or Financing Lease Obligations entered into pursuant to Section 10.1(f); provided that, at the time of Incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of such Indebtedness then outstanding pursuant to this clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii) below in respect of such Indebtedness then outstanding and Indebtedness incurred pursuant to Section 10.01(h)) shall not, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (I) the greater of (x) $70,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the Internal Financial Statements most recently available on or prior to such date) minus (II) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(f); and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness. (h) Restatement Agreement Effective Date Indebtedness and any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness in respect of Hedging Agreements Incurred in the ordinary course of business or consistent with past practice and, in each case, at the time entered into, not for speculative purposes; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such Person or any of its Subsidiaries will create, incur, assume, Subsidiaries) or become, be or remain liable in any manner in respect of, or allow Indebtedness attaching to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Restatement Agreement Effective Date as the result of an Acquisition or other Investment or Indebtedness of any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forprovided that: (aA) the Note subject to Section 1.11, after giving pro forma effect thereto, no Event of Default under Section 12.1 or 12.5 has occurred and any other obligations owed to the Lender under this Agreement or otherwiseis continuing; (bB) as of the date that any such Person becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such a Person or any of its Subsidiaries) or the date that any such assets are acquired by the Borrower or any Restricted Subsidiary and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness then outstanding pursuant to this Section 10.1(j) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the sum of (I) when aggregated with the aggregate principal amount of (1) Indebtedness Incurred pursuant to, and then outstanding under, Section 10.1(k)(i)(B)(I) and Section 10.1(s)(i) and (2) Permitted Refinancing Indebtedness Incurred pursuant to clause (ii) of this Section 10.1(j) to Refinance Indebtedness Incurred pursuant to, and then outstanding in reliance on, this clause (I), the greater of (x) $55,000,000 and (y) 20.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based upon the Internal Financial Statements most recently available on or prior to such date plus (II) subject to Section 1.11, an aggregate amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness, to such Acquisition, Investment, any Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and the Restricted Subsidiaries shall be in compliance on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, Specified Transaction and Specified Restructuring had occurred on the first day of such Test Period of either (x) not greater than 6.50:1.00 or (y) not greater than the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to giving pro forma effect to all such Incurrences and such other transactions; (C) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof; (D) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries) except to the extent permitted under Section 10.5 or Section 10.6; (E) (x) the Capital Stock of such Person is pledged to the Administrative Agent to the extent required under Section 9.11 and (y) such Person executes a supplement to the Security Agreement and a guarantor joinder agreement substantially in the form of Exhibit A hereto (or alternative guarantee and security arrangements in relation to the Obligations) and a counterpart signature page to the Intercompany Subordinated Notes, in each case to the extent required under Section 9.10, 9.11 or 9.14(b), as applicable; and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness of the Borrower existing or any Restricted Subsidiary Incurred to finance an Acquisition or other Investment; provided that: (A) subject to Section 1.11, after giving pro forma effect thereto, no Event of Default under Section 12.1 or 12.5 has occurred and is continuing; (B) as of the date of such Incurrence and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding pursuant to this Agreement which Section 10.1(k), does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the sum of (I) when aggregated with the aggregate principal amount of (1) Indebtedness Incurred pursuant to, and then outstanding under, Section 10.1(j)(i)(B)(I) and Section 10.1(s)(i) and (2) Permitted Refinancing Indebtedness Incurred pursuant to clause (ii) of this Section 10.1(k) to Refinance Indebtedness Incurred pursuant to, and then outstanding in reliance on, this clause (I), the greater of (x) $55,000,000 and (y) 20.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based upon the Internal Financial Statements most recently available on or prior to such date plus (II) subject to Section 1.11, an aggregate amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness, to such Acquisition, Investment, any Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and the Restricted Subsidiaries shall be in compliance on a pro forma basis with a Consolidated Total Debt to Consolidated EBITDA Ratio, as such ratio is specifically disclosed in Schedule 5.5 attached heretocalculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, Specified Transaction and Specified Restructuring had occurred on the first day of such Test Period of either (x) not greater than 6.50:1.00 or (y) not greater than the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to giving pro forma effect to all such Incurrences and such other transactions; (cC) the terms of such Indebtedness representing trade debtdo not provide for any scheduled repayment (including at maturity), wagesmandatory repayment, employee benefitsredemption, advance repurchase, defeasance, acquisition, similar payment or sinking fund obligation prior to the Latest Maturity Date, other than customary prepayments, repurchases, redemptions, defeasances or similar payments of, or offers to prepay, redeem, repurchase, defease, acquire or similarly pay upon, a change of control, asset sale event or casualty, eminent domain or condemnation event or on sales contracts account of the accumulation of excess cash flow and customary acceleration rights upon an event of default; provided that the foregoing requirements of this clause (C) shall not apply to the extent such Indebtedness is either subject to Customary Escrow Provisions or constitutes a customary bridge facility (including 364-day bridge facilities, so long as the long term Indebtedness into which any such customary bridge facility (other indebtedness incurred in than a 364-bridge facility) is to be converted or exchanged satisfies the ordinary course requirements of businessthis clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; (dD) if such Indebtedness existing as of is Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness shall not be guaranteed in any respect by the date of this Agreement secured by liens Borrower or any other Subsidiary Guarantor except to the extent permitted by subsection (a) of under Section 5.710.5; (eE) Liabilities for taxes, assessments, governmental charges, liens (x) the Capital Stock of any Person acquired in such Acquisitions or claims described in Section 5.12 hereof other Investment (the “Acquired Person”) is pledged to the Administrative Agent to the extent that payment thereof is not required by under Section 9.11 and (y) such Acquired Person executes a supplement to the Security Agreement and a guarantor joinder agreement substantially in the form of Exhibit A hereto and a counterpart signature page to the applicable Intercompany Subordinated Note (or alternative guarantee and security arrangements in relation to the Obligations), in each case, to the extent required under Section 5.129.10, 9.11 or 9.14(b), as applicable; and (fF) the terms of such Indebtedness shall be consistent with the requirements set forth in respect clause (a) and, if applicable, clause (e), of final judgments for the payment proviso to the definition of money not “Permitted Additional Debt”; provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the Incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in excess good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of $10,000 the basis upon which it disagrees); and (G) at the time any such Indebtedness is Incurred and after giving pro forma effect to such Incurrence and any other transactions being consummated in connection therewith and the use of the proceeds thereof, the aggregate at any time principal amount of all Indebtedness Incurred by Non-Loan Parties pursuant to, and then outstanding under, this Section 10.1(k), when aggregated with the aggregate principal amount of (excluding sums covered 1) all other Indebtedness Incurred by insuranceNon-Loan Parties and then outstanding pursuant to Section 10.1(s) remaining unsatisfied and in effect for any period (2) all Permitted Refinancing Indebtedness Incurred by Non-Loan Parties and then outstanding pursuant to clause (ii) of less than thirty (30) days or in respect this Section 10.1(k), shall not exceed, except as contemplated by the definition of which a stay of execution shall have been obtained pending an appeal or proceeding for review.“Permitted Refinancing Indebtedne

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness consisting of the Note and any other obligations owed to the Lender under this Agreement or otherwiseRepurchase Obligations; (b) Indebtedness of the Borrower existing as of (including guarantees) outstanding on the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretohereof and any Permitted Refinancing Indebtedness thereof; (c) Capital Lease Obligations and Purchase money Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts of any Company Party to finance the acquisition of fixed assets and other indebtedness incurred in any Permitted Refinancing Indebtedness thereof; provided that the ordinary course aggregate amount of businessall such Indebtedness at any one time outstanding shall not exceed $30,000,000; (d) Indebtedness existing as of any Company Party owing to any other Company Party to the date of this Agreement secured by liens extent such Investment is permitted by subsection (a) Section 9.04; provided that all such Indebtedness of Section 5.7any Company Party to any Subsidiary that is not a Guarantor must be expressly subordinated to the Repurchase Obligations; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof Indebtedness representing deferred compensation to the extent that payment thereof is not required by such Section 5.12; andemployees of any Company Party; (f) Indebtedness Permitted Secured Indebtedness; (g) Guarantees incurred by any Company Party in respect of final judgments Indebtedness of such Company Party otherwise permitted by this Section 9.05; (h) Indebtedness secured by any property included in the ▇▇▇▇▇▇▇ Portfolio; or (i) Indebtedness arising out of customary and ordinary operating expenses for the payment ownership, operation and maintenance of money not in excess real property and/or equity interests, including, without limitation, insurance premiums, payments under maintenance contracts, payments under capital contracts associated with respect to ordinary course operation of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied real property, leasing commissions, accounting fees and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewattorneys fees.

Limitation on Indebtedness. Neither The Borrower will not, and will not permit the Borrower nor any of its Restricted Subsidiaries will to, create, incur, assumeassume or suffer to exist any Indebtedness. Notwithstanding the foregoing, or become, be or remain liable the limitations set forth in the immediately preceding sentence shall not apply to any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forfollowing: (a) Indebtedness arising under the Note Credit Documents (including any Indebtedness incurred as permitted by Sections 2.14, 2.15 and any other obligations owed to the Lender under this Agreement or otherwise13.1); (b) Indebtedness under the ABL Credit Documents and any Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed the sum of (i) $300,000,000 plus (ii) the Borrower existing principal amount of “Incremental Facilities” (as defined in the ABL Credit Agreement) measured at the time of incurrence pursuant to the date ABL Credit Agreement as in effect on the Closing Date plus (iii) solely in the case of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoany such Refinancing Indebtedness, the Refinancing Increased Amount with respect thereto; (c) [reserved]; (d) subject to compliance with Section 10.5, Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be (x) evidenced by the Intercompany Subordinated Note (provided that any Person becoming a Restricted Subsidiary after the Closing Date may enter into the Intercompany Subordinated Note within the time period set forth in Section 9.11) or (y) otherwise be subject to subordination terms substantially identical to the subordination terms set forth in the Intercompany Subordinated Note or otherwise reasonably acceptable to the Administrative Agent; (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (x) if the Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms (taken as a whole) at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (y) a Restricted Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(e), guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1; (f) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims and similar obligations); (g) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees, (ii) otherwise constituting Investments permitted by Section 10.5 (other than Investments permitted by Section 10.5(l) by reference to Section 10.1 and Section 10.5(q)); provided that this clause (ii) shall not be construed to limit the requirements of Section 10.1(d) and (e), or (iii) contemplated by the Plan; (h) Indebtedness (including Indebtedness arising under Capital Leases) incurred to finance the purchase price, cost of design, acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of fixed or capital assets or otherwise in respect of Capital Expenditures, so long as such Indebtedness is incurred concurrently with or within 270 days of the acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of such fixed or capital assets or incurrence of such Capital Expenditure, and any Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed (i) the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance plus the principal amount of Capital Leases outstanding on the Closing Date, in each case at any time outstanding plus (ii) solely in the case of any such Refinancing Indebtedness, the Refinancing Increased Amount with respect thereto; (i) Indebtedness permitted to remain outstanding under the Plan, and to the extent such Indebtedness exceeds $5,000,000, set forth on Schedule 10.1 and any Refinancing Indebtedness thereof; provided that in the case of any Refinancing Indebtedness of any such Indebtedness, each obligor of such Refinancing Indebtedness is an obligor of such Indebtedness; (j) Indebtedness in respect of Hedging Agreements; provided that such Hedging Agreements are not entered into for speculative purposes (as determined by the Borrower in good faith); (i) Permitted Other Debt assumed or incurred for any purpose, including to finance a Permitted Acquisition, other permitted Investments or Capital Expenditures; provided that (A) if such Indebtedness is incurred or assumed by a Restricted Subsidiary that is not a Credit Party, such Indebtedness is not guaranteed in any respect by the Borrower or any other Guarantor except as permitted under Section 10.5, (B) the aggregate principal amount of Indebtedness incurred or assumed under this Section 10.1(k)(i) shall not exceed (1) the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance plus (2) additional amounts if, on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness and the application of proceeds thereof and, if applicable, the Permitted Acquisition, permitted Investment or Capital Expenditure, the Consolidated Total Net Leverage Ratio is not greater than 3.30 to 1.00 or, to the extent incurred or assumed in connection with a Permitted Acquisition or similar Investment, the Consolidated Total Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence or assumption of such Indebtedness) is not greater than (I) 3.30 to 1.00 or (II) the Consolidated Total Net Leverage Ratio immediately prior to such Permitted Acquisition or similar Investment and (C) if such Permitted Other Debt incurred (and for the avoidance of doubt, not “assumed”) pursuant to this clause (k)(i) constitutes a Permitted Other Loan that ranks pari passu with the Initial Term Loans as to right of payment and security with respect to the Collateral, the Initial Term Loans shall be subject to the adjustment (if applicable) set forth in the proviso to Section 2.14(d)(iv) as if such Permitted Other Loan were an Incremental Term Loan incurred hereunder and (ii) any Refinancing Indebtedness in respect of the Indebtedness under clause (i) above; provided that Indebtedness incurred or assumed by Restricted Subsidiaries that are not Subsidiary Guarantors under this Section 10.1(k), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 10.1(ee), shall not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance, in each case at any time outstanding; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business (including in respect of construction or restoration activities) or consistent with past practice; (m) additional Indebtedness; provided that the aggregate amount of Indebtedness incurred or issued pursuant to this Section 10.1(m) shall not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance, in each case at any time outstanding; (n) Cash Management Obligations and other Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (i) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (ii) Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary with the Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (p) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with a Permitted Change of Control, Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock or Stock Equivalents permitted hereunder; (q) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business; (r) Indebtedness representing trade debtdeferred compensation, wagesor similar arrangement, employee benefitsto employees, advance payments on sales contracts consultants or independent contractors of the Borrower and other indebtedness the Restricted Subsidiaries incurred in the ordinary course of business; (ds) Indebtedness existing as consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to present or former officer, manager, consultant, director or employee (or their respective wealth management vehicles, spouses, former spouses, successors, executors, administrators, heirs, legatees, distributees, estates or immediate family members) to finance the purchase or redemption of Stock or Stock Equivalents of the date of this Agreement secured by liens Borrower (or any direct or indirect parent thereof) permitted by subsection (a) of Section 5.710.6(b); (et) Liabilities for taxes, assessments, governmental charges, liens Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or claims described in Section 5.12 hereof to the extent that payment thereof is not required other similar arrangements incurred by such Section 5.12; andPerson in connection with the Transactions and Permitted Acquisitions, any other Investment permitted hereunder and any Permitted Change of Control; (fu) Indebtedness in respect of final judgments (i) Permitted Receivables Financings owed by a Receivables Entity or Qualified Securitization Financings owed by a Securitization Subsidiary and (ii) accounts receivable factoring facilities in the ordinary course of business; provided that the aggregate amount of Receivables Indebtedness pursuant to this clause (u) shall not exceed $160,000,000 at any time outstanding; (v) Indebtedness in respect of (i) Permitted Other Debt issued or incurred to the extent that the Net Cash Proceeds therefrom are applied to the prepayment of the Term Loans in the manner set forth in Section 5.2(a)(iii)(A); (ii) other Permitted Other Debt (such Indebtedness incurred pursuant to this clause (ii), “Incremental Equivalent Debt”) in an aggregate principal amount not to exceed the then-available Maximum Incremental Facilities Amount; provided that (x) if such Permitted Other Debt incurred pursuant to this clause (ii) is a Permitted Other Loan that ranks pari passu with the Initial Term Loans as to right of payment and security, the Initial Term Loans shall be subject to the adjustment (if applicable) set forth in the proviso to Section 2.14(d)(iv) as if such Permitted Other Loan were an Incremental Term Loan incurred hereunder and (y) if such Permitted Other Debt incurred pursuant to this clause (ii) is unsecured or secured on a junior basis to the Obligations, such Permitted Other Debt shall not have a maturity date earlier than 91 days after the Initial Term Loan Maturity Date; and (iii) any Refinancing Indebtedness in respect of Indebtedness incurred pursuant to clauses (i) and (ii) above; (i) Indebtedness in respect of Permitted Debt Exchange Instruments incurred pursuant to a Permitted Debt Exchange in accordance with Section 2.17 and (ii) any Refinancing Indebtedness thereof; (x) Indebtedness in an amount not to exceed the Available Equity Amount; (y) Indebtedness of any Minority Investments or Indebtedness incurred on behalf thereof or representing guarantees of such Indebtedness of any Minority Investment, in an amount not to exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the payment most recently ended Test Period (calculated on a Pro Forma Basis) at the time of money incurrence or issuance, in each case at any time outstanding; (z) intercompany Indebtedness among the Borrower and its Subsidiaries constituting any part of any Permitted Reorganization; (aa) to the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (i) Indebtedness of the Borrower or any Restricted Subsidiary supported by a letter of credit, in a principal amount not in excess of $10,000 the stated amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred pursuant to this Section 10.1 or (ii) obligations in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of the Borrower or any Subsidiary of the Borrower in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than the United States; (cc) Indebtedness owing to the seller of any business or assets permitted to be acquired by the Borrower or any Restricted Subsidiary under this Agreement; provided that the aggregate amount of Indebtedness permitted under this clause (cc) shall not exceed the greater of $160,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) outstanding at any time; (dd) obligations in respect of Disqualified Stock in an amount not to exceed the greater of $25,000,000 and 3% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) outstanding at any time; (ee) Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (ee), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 10.1(k), shall not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance, in each case at any time outstanding; and (ff) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (ee) above. For the avoidance of doubt, any Indebtedness permitted to be incurred under any clause of this Section 10.1 may be used to modify, refinance, refund, renew, replace, exchange or extend any outstanding (excluding sums covered by insurance) remaining unsatisfied Indebtedness, including any such Indebtedness incurred under any other clause of this Section 10.1 and any such Indebtedness with respect to which the incurrence of Refinancing Indebtedness is expressly permitted under this Section 10.1, in effect for any period each case, subject to the restrictions set forth in Section 10.7. Accrual of less than thirty (30) days interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in respect the form of which a stay of execution shall have been obtained pending an appeal additional Indebtedness or proceeding for review.Disqualified Stock will not be deeme

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will Directly or indirectly create, incur, assume, guarantee, suffer to exist, or become, be otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (i) Indebtedness incurred pursuant to the Loan Documents; (ii) Indebtedness existing on the Closing Date and set forth in any manner Part A of Schedule 4.1(f) and extensions, renewals and replacements thereof made in respect compliance with the terms of this Agreement; (iii) Contingent Obligations permitted pursuant to Section 5.4(c); (iv) (x) Indebtedness existing on the Closing Date and set forth in Part B of Schedule 4.1(f) and (y) Capital Lease Obligations of, or allow to existpurchase money Debt incurred by, any Subsidiary of Borrower (other than a Property Owner) incurred after the Closing Date for the purpose of financing purchases by Borrower or such Subsidiary of equipment; provided that (A) the security for any such Indebtedness is solely the assets acquired with the proceeds of such Indebtedness; (which term shall include: all indebtedness, obligations and liabilities which B) such Indebtedness contains no cross-default provisions; (C) such Indebtedness contains no provision that permits acceleration or modification of such Indebtedness upon a change in accordance with generally accepted accounting principles would be reflected on the balance sheet ownership of Borrower or the Borrower as a liabilitySubsidiary incurring such Indebtedness; all indebtedness, obligations and liabilities, whether or (D) such Indebtedness is not assumed guaranteed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any SubsidiarySubsidiary of Borrower; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (aE) the Note and aggregate outstanding principal amount of such Indebtedness outstanding at any other obligations owed to the Lender under this Agreement or otherwiseone time shall not exceed $2,550,000; (bv) the Required Interest Hedge; (vi) Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoa reimbursement obligation with respect to any Permitted Letter of Credit; (cvii) any Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of businessany ARC Fleetwood Entity; (dviii) Indebtedness existing as of Borrower or the date applicable Subsidiary set forth on Part C or Part D of this Agreement secured by liens permitted by subsection (a) of Section 5.7Schedule 4.1(f); (eix) Liabilities for taxesIndebtedness of any Subsidiary of Borrower which is assumed or incurred in connection with and as a part of the Funding Date Restructuring Plan, assessments, governmental charges, liens or claims described provided that such Indebtedness shall be in Section 5.12 hereof amounts and subject to the extent documentation that payment thereof is not required by such Section 5.12acceptable to Lender; and (fx) additional Indebtedness of Borrower in respect of final judgments for the payment of money an aggregate outstanding principal amount outstanding at any one time not in excess of $10,000 500,000. Notwithstanding anything to the contrary contained in this Section 5.4(c), prior to seeking any Indebtedness not outstanding on the aggregate at any time outstanding Closing Date (excluding sums covered by insuranceother than Indebtedness permitted pursuant to Section 5.4(c)(iv), (vi), (vii) remaining unsatisfied and in effect for any period (viii)), Borrower will or will cause the applicable Subsidiary to first offer to Lender an opportunity to provide such Indebtedness pursuant to the provisions of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewSection 2.6.

Limitation on Indebtedness. Neither (a) The Borrower will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Borrower nor or any Restricted Subsidiary may Incur Indebtedness if (i) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incurrence and (ii) on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, either (x) the Consolidated Total Leverage Ratio would be no greater than 2.70:1.00 or (y) the Consolidated Net Cash Interest Coverage Ratio is greater than 2.00:1.00 (such Indebtedness, “Ratio Debt”); provided that (i) the amount of Ratio Debt that may be Incurred by Restricted Subsidiaries that are not Loan Parties, together with the Indebtedness Incurred pursuant to Section 6.01(b)(x) by Restricted Subsidiaries that are not Loan Parties and any Refinancing Debt in respect thereof, shall not exceed the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period at any one time outstanding; (ii) any such Ratio Debt shall not mature earlier than the Latest Maturity Date with respect to the Loans at the time of Incurrence of such Indebtedness; provided that this clause (ii) shall not apply to Ratio Debt constituting Customary Bridge Loans; and (iii) as of the date such Ratio Debt is incurred, such Ratio Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date such Ratio Debt is incurred; provided that this clause (iv) shall not apply to Ratio Debt constituting Customary Bridge Loans. (b) Notwithstanding the foregoing paragraph (a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness of any Loan Party under the Loan Documents; (ii) Indebtedness (A) of any Restricted Subsidiary to the Borrower or (B) of the Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that, if a Loan Party Incurs such Indebtedness to a Restricted Subsidiary that is not a Loan Party, such Indebtedness is expressly subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to the Intercompany Subordination Agreement; provided, further, that any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Borrower or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer or obligor thereof not permitted by this clause (ii); (A) Indebtedness of the Borrower, and the Guarantors incurred under the ABL Loan Documents, and any Refinancing Debt Incurred in respect thereof (and any Refinancing Debt Incurred in respect of such Refinancing Debt) so long as (i) such Indebtedness is subject to (and in compliance with) the terms of the Intercreditor Agreement and (ii) the aggregate principal amount of Indebtedness thereunder does not exceed the greater of (x) $175,000,000 and (y) the Borrowing Base as of the time such Indebtedness is incurred, (B) any other Indebtedness outstanding on the Closing Date and set forth on Schedule 6.01, and (C) any Refinancing Debt Incurred (and any Refinancing Debt Incurred in respect of such Refinancing Debt) in respect of any Indebtedness described in the foregoing clause (iii)(B) or paragraph (a) above (subject to the limitation set forth in the proviso to such paragraph (a) with respect to Indebtedness Incurred by Restricted Subsidiaries that are not Loan Parties); (iv) Purchase Money Obligations and Capitalized Lease Obligations, and any Refinancing Debt with respect thereto, in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $260.0 million and 40.0% of Consolidated EBITDA for the Relevant Reference Period; (v) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness Restricted Subsidiaries; (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned A) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the Borrower or such Restricted Subsidiary; and all amounts representing rental payments which, as the case may be, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheetviolation of this Section 6.01), except for: or (aB) without limiting Section 6.06, Indebtedness of the Note and Borrower or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Borrower or any Restricted Subsidiary (other obligations owed to than any Indebtedness Incurred by the Lender under Borrower or such Restricted Subsidiary, as the case may be, in violation of this Agreement or otherwiseSection 6.01); (bvii) Indebtedness of the Borrower existing as or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five (5) Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the date acquisition or disposition of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoany business, assets or Person; (cviii) Indebtedness representing trade debtof the Borrower or any Restricted Subsidiary in respect of (A) letters of credit, wagesbankers’ acceptances or other similar instruments or obligations issued, employee benefitsor relating to liabilities or obligations incurred, advance payments on sales contracts and in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), or (B) completion guarantees, surety, judgment, appeal or performance bonds, or other indebtedness incurred similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, or (C) Hedging Agreements entered into for bona fide hedging purposes, or (D) the financing of insurance premiums in the ordinary course of business, or (E) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement; (dix) Indebtedness existing Incurred by a Securitization Subsidiary (subject to the final sentence of the definition of “Attributable Securitization Financing Indebtedness”) in a Qualified Securitization Financing in an amount not to exceed the greater of $130.0 million and 20.0% of Consolidated EBITDA for the Relevant Reference Period; provided that (A) such Indebtedness is not recourse to or guaranteed by (and does not otherwise obligate, contingently or otherwise) the Borrower or any Restricted Subsidiary that is not a Securitization Subsidiary or any of its or their respective assets or properties (except for Standard Securitization Undertakings), (B) in the event such Indebtedness shall become recourse to the Borrower or any Restricted Subsidiary that is not a Securitization Subsidiary (other than with respect to Standard Securitization Undertakings), such Indebtedness will be deemed to be, and must be classified by the Borrower as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this covenant for so long as such Indebtedness shall be so recourse; and (C) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (A), the Borrower may classify such Indebtedness in whole or in part as Incurred under this Section 6.01(b)(ix); (x) Indebtedness of (x) the Borrower or any Restricted Subsidiary Incurred or issued to finance an Acquisition or similar permitted Investment (such Indebtedness under this clause (x), “Incurred Acquisition Debt”) or (y) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement (including designating an Unrestricted Subsidiary as a Restricted Subsidiary) so long as such Indebtedness under this clause (y) was not incurred in contemplation of such acquisition, merger, amalgamation, consolidation or designation, as the case may be (such Indebtedness under this clause (y), “Acquired Debt”); provided that Indebtedness Incurred or assumed pursuant to clause (x) and clause (y), collectively, is in an aggregate amount not to exceed (in the case of clause (i), together with any Refinancing Debt in respect thereof) (i) the greater of $162.5 million and 25.0% of Consolidated EBITDA for the Relevant Reference Period at any one time outstanding, plus (ii) unlimited additional Indebtedness if, as of the last day of the Relevant Reference Period after giving pro forma effect to such acquisition, merger, amalgamation or consolidation and the incurrence of such Indebtedness (but not the cash proceeds thereof and assuming the drawing of the full amounts established thereunder) and the use of proceeds thereof, the Borrower could Incur at least $1.00 of Ratio Debt or the Consolidated Total Leverage Ratio of the Borrower would be no greater than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect thereto and any Refinancing Debt with respect to such Indebtedness; provided, further that: (A) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incurrence; (B) the amount of Indebtedness that may be Incurred pursuant to the foregoing (including any Refinancing Debt in respect thereof) by Restricted Subsidiaries that are not Loan Parties, together with the Ratio Debt Incurred pursuant to Section 6.01(a) by Restricted Subsidiaries that are not Loan Parties, shall not exceed the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period at any one time outstanding; (C) any such Incurred Acquisition Debt shall not mature earlier than the Latest Maturity Date with respect to the Loans at the time of Incurrence of such Indebtedness; provided that this clause (C) shall not apply to Incurred Acquisition Debt constituting Customary Bridge Loans; (D) if any Incurred Acquisition Debt is Incurred or Guaranteed by any Loan Party, such Incurred Acquisition Debt shall not be Incurred or Guaranteed by any Person other than a Loan Party; (E) if any Incurred Acquisition Debt is secured by all or any portion of the Collateral, such Incurred Acquisition Debt shall not be secured by any asset other than the Collateral; (F) if such Indebtedness is secured by the Collateral on a junior basis to the Liens securing the Obligations, then such Indebtedness shall be subject to the Intercreditor Agreement and an Additional Junior Lien Intercreditor Agreement (and the Administrative Agent agrees to negotiate such Additional Junior Lien Intercreditor Agreement in good faith); (G) if such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Obligations, then such Indebtedness shall be subject to the Intercreditor Agreement and the Pari Passu Intercreditor Agreement; (H) as of the date any Incurred Acquisition Debt is incurred, such Incurred Acquisition Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date such Incurred Acquisition Debt is incurred; provided that this clause (H) shall not apply to Incurred Acquisition Debt constituting Customary Bridge Loans; (I) the documentation with respect to any Incurred Acquisition Debt shall contain terms and conditions (other than with respect to pricing, fees, premiums and optional prepayment or redemption terms) not materially more restrictive (taken as a whole) in respect of Holdings, the Borrower and the Restricted Subsidiaries than those set forth in this Agreement or otherwise shall be on current market terms; and (J) any such Incurred Acquisition Debt in the form of term loans that are incurred on or prior to the date that is 24 months after the Closing Date and that are secured on a pari passu basis with the Liens securing the Obligations shall be subject to the MFN Provision; (xi) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period and any Refinancing Debt with respect thereto; (xii) Contribution Indebtedness and any Refinancing Debt with respect thereto; (xiii) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $325.0 million and 50.0% of Consolidated EBITDA for the Relevant Reference Period; and (A) Indebtedness of the Borrower in the form of term loans or notes, which Indebtedness (I) shall either be secured on a pari passu or junior basis to the Liens securing the Obligations or be unsecured and (II) shall be contractually pari passu or junior in right of payment to the Obligations, that is incurred or issued or made in lieu of Incremental Loan Commitments (the “Incremental Equivalent Debt”); provided that: (1) the aggregate principal amount of all Incremental Equivalent Debt issued pursuant to this Section 6.01(b)(xiv) shall not, together with any Incremental Loan Commitments, exceed the Available Incremental Amount; (2) subject to Section 1.09(f), no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incurrence; (3) as of the date of determination, any such Incremental Equivalent Debt shall not mature earlier than the Latest Maturity Date with respect to the Loans at the time of Incurrence of such Indebtedness (or, in the case of Credit Agreement Refinancing Debt, the final maturity of the Class of Loans refinanced thereby); provided that this Agreement secured by liens permitted by subsection clause (a3) of Section 5.7shall not apply to Incremental Equivalent Debt that is a term loan facility constituting Customary Bridge Loans; (e4) Liabilities for taxesthe documentation with respect to any such Incremental Equivalent Debt contains no mandatory prepayment, assessments, governmental charges, liens repurchase or claims described in Section 5.12 hereof redemption provisions prior to the extent Latest Maturity Date with respect to the Loans then in effect except with respect to excess cash flow, change of control, asset sale and event of loss or other mandatory offers to purchase or mandatory prepayments and customary acceleration rights after an event of default that payment thereof is not required by such Section 5.12; andare customary for financings of this type; (f5) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of such Incremental Equivalent Debt may participate on a pro rata basis or less than thirty pro rata basis (30but not on a greater than pro rata basis) days in any voluntary prepayments or prepayments of principal of the Loans hereunder and on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) in any mandatory repayments or prepayments of principal of the Loans hereunder (or, if junior in right of payment or security, shall be on a junior basis with respect thereto); (6) such Incremental Equivalent Debt shall not be subject to any guarantee by any Person other than a Loan Party; (7) such Incremental Equivalent Debt shall not be secured by any Lien on any asset of which the Borrower, Holdings or any Restricted Subsidiary other than any asset constituting Collateral; (8) the security agreements relating to such Incremental Equivalent Debt shall be substantially the same as the Collateral Documents (with such differences that are reasonably satisfactory to the Administrative Agent); (9) if such Incremental Equivalent Debt is secured on a stay of execution junior basis to the Liens securing the Obligations, then such Incremental Equivalent Debt shall have been obtained pending be subject to the Intercreditor Agreement and an appeal or proceeding for review.Additional Junior Lien Intercreditor Agreement (and the Administrative Agent agrees to negotiate such Additional Junior Lien Intercreditor Agreement in good faith); (10) if such Incremental Equivalent Debt is secured

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note (i) Indebtedness of any Loan Party pursuant to any Loan Document (including Indebtedness incurred pursuant to Section 2.24, Section 2.29 or Section 2.30) and any other obligations owed (ii) up to the Lender under this Agreement or otherwise$25,000,000 of additional Initial Revolving Credit Commitments hereunder; (b) Indebtedness of the Borrower existing Company to any Restricted Subsidiary or of any Restricted Subsidiary to the Company or any other Restricted Subsidiary, in each case so long as of any such Indebtedness owing by a Loan Party to a non-Loan Party is subordinated to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoObligations pursuant to an Affiliate Subordination Agreement; (c) Indebtedness representing trade debt(including without limitation, wagesCapital Lease Obligations) incurred to finance the acquisition, employee benefitsconstruction, advance repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently or within 270 days following the acquisition, construction, repair, replacement or improvement of the applicable asset; provided, further that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $35,000,000 at any time outstanding, and Permitted Refinancing thereof (including successive refinancings); (d) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02(d) and any Permitted Refinancing thereof (including successive refinancings); (e) Guarantee Obligations of the Company or any of its Restricted Subsidiaries in respect of Indebtedness permitted under this Section 7.02, provided, that no Guarantee Obligations of any Restricted Subsidiary of any Indebtedness permitted under Section 7.02(j) shall be permitted unless such Restricted Subsidiary is a Subsidiary Guarantor; (f) Indebtedness in respect of the 2018 Notes pending their satisfaction and discharge, or redemption and/or repurchase with the proceeds of the Initial Term Loans; (g) Credit Agreement Refinancing Debt; (h) Indebtedness incurred to finance deferred insurance premiums in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary which is not a Subsidiary Guarantor; provided that the aggregate principal amount of Indebtedness outstanding at any one time pursuant to this clause shall not exceed $75,000,000; (j) Indebtedness of any Loan Party, so long as (i) such Indebtedness has no scheduled principal payments, prepayments or maturity, or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including “AHYDO” catch-up payments and in the context of asset sales, casualty events or a change of control), in each case prior to the Latest Maturity Date at the time of incurrence and (ii) the other terms and conditions of such Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption provisions and excluding terms and conditions applicable only after the Latest Maturity Date and terms and conditions otherwise reasonably acceptable to the Administrative Agent), when taken as a whole, are not materially more restrictive on sales contracts the Company and the Restricted Subsidiaries than the terms and conditions applicable hereunder, unless, to the extent such terms and conditions, when taken as a whole, are more restrictive than those terms and conditions applicable hereunder, such terms and conditions are added pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent; provided that at the time of the incurrence of such Indebtedness (x) no Default or Event of Default exists or will exist after giving effect to incurrence of such Indebtedness or the use of proceeds thereof, and (y) the Company would at the time of incurrence thereof be in compliance with the Financial Covenants, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period; and Permitted Refinancings thereof (including successive refinancings); (k) Permitted Acquisition Indebtedness; provided that at the time such Indebtedness is incurred and/or assumed, (x) no Default or Event of Default exists or will exist after giving effect to incurrence of such Indebtedness or the use of proceeds thereof and (y) the Company would be in compliance with the Financial Covenants, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period; and any Permitted Refinancing of the foregoing (including successive refinancings); (l) Indebtedness under Hedge Agreements permitted under Section 7.15; (m) Indebtedness in respect of the Designated Bilateral Letters of Credit not exceeding an aggregate amount of $300,000,000 at any time outstanding; (n) Indebtedness in respect of cash management services, including treasury, depositary, credit, purchasing or debit card, electronic funds transfer and other indebtedness cash management arrangements (including commercial cards and working capital lines of credit), overdraft or similar facilities incurred in the ordinary course of business; (do) [reserved]; (p) Indebtedness of any Loan Party in an aggregate principal amount (for all Loan Parties) not to exceed $50,000,000 at any time outstanding; (q) Indebtedness arising under any letter of credit, performance, insurance, return-of money or surety bond or similar obligations or bank guarantees or similar arrangements, or Indebtedness arising under any indemnity agreement relating thereto, in each case entered into in the ordinary course of business; (r) Indebtedness resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (s) Indebtedness arising under indemnity agreements to title insurers to cause such title insurers to issue to the Collateral Agent mortgagee title insurance policies; (t) Indebtedness arising with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales and Permitted Acquisitions permitted hereunder; (u) to the extent constituting Indebtedness, earnout obligations and other contingent consideration obligations incurred in connection with Permitted Acquisitions and Investments permitted under this Agreement; (v) Indebtedness incurred by the Company or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof, their respective estates, spouses or former spouses, in each case to purchase or redeem the Capital Stock of the Company or its Subsidiaries held by such current or former employee, director, manager, consultant, estate, spouse or former spouse, in each case to the extent permitted by Section 7.06(c); (w) Indebtedness of Foreign Subsidiaries in respect of discounting or factoring of receivables (and relating assets) pursuant to factoring arrangements entered into in the ordinary course of business; (x) to the extent constituting Indebtedness, obligations under deferred compensation arrangements incurred in the ordinary course of business; and (y) Indebtedness in the form of senior secured notes issued in lieu of loans or commitments under an Incremental Facility in an aggregate principal amount, together with any Incremental Facilities incurred pursuant to Section 2.24, not to exceed the Incremental Cap Amount; provided that (i) no Event of Default shall have occurred and be continuing immediately prior to or after giving effect to the incurrence of such Indebtedness, (ii) such Indebtedness shall not mature earlier than the Latest Maturity Date applicable to any Loan or Commitment then outstanding, (iii) such Indebtedness shall not have a weighted average life to maturity shorter than the weighted average life to maturity of the existing Term Loans, (iv) such Indebtedness shall be subject to a Customary Intercreditor Agreement, (v) in the case of any such Indebtedness in the form of senior secured notes that are pari passu with the Term B-2 Loans in right of payment and with respect to security, if the Effective Yield for such Indebtedness as of the date of this Agreement secured incurrence of such Indebtedness exceeds the sum of the Effective Yield then applicable to the Term B-2 Loans and 0.50%, then the Applicable Margin then in effect for such Term B-2 Loans shall automatically be increased by liens permitted by subsection (a) the Term Loan Yield Differential, effective upon the incurrence of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described such Indebtedness; provided that any differential in Section 5.12 hereof Effective Yield on account of a differential in interest rate floors shall be required only to the extent an increase in the interest rate floor applicable to such Term B-2 Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to such Term B-2 Loans shall be increased to the extent of such differential between interest rate floors and (vi) such Indebtedness shall have terms and conditions (other than as otherwise specified in this clause (y)) that payment thereof is in the good faith determination of the Borrower are not required by materially less favorable (when taken as a whole) to the Borrowers than the terms and conditions of the Loan Documents (when taken as a whole) other than (x) maturity date (except as specified in clauses (ii) and (iii) above), pricing (including interest rate floors, interest rate margin, original issue discount, upfront fees and call protection) and amortization, (y) immaterial terms and (z) terms and conditions that are either only applicable after the Latest Maturity Date of any existing Term Loans or, to the extent such Section 5.12; and terms (ftaken as a whole) Indebtedness in respect are more favorable to the holders of final judgments such notes than those applicable to the existing Term Loans, are added for the payment benefit of money not in excess the Lenders of $10,000 in the aggregate at any time outstanding (excluding sums covered existing Term Loans pursuant to an amendment to this Agreement executed by insurance) remaining unsatisfied the Company and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewthe Administrative Agent.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date (other than the Parent Subordinated Indebtedness) and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof not to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of exceed $10,000 250,000,000 in the aggregate at any time outstanding outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by subsections 5.1(h) or (excluding sums covered by insurancei) remaining unsatisfied and in effect for any period of less than thirty Permitted Refinancings thereof; (30e) days unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b) or (i); (f) Parent Subordinated Indebtedness; (g) [Intentionally Reserved.]; (h) transactions permitted under Section 5.18; (i) Indebtedness in respect of which bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Credit Party or any Subsidiary of a stay Credit Party, in each case, incurred in the Ordinary Course of execution Business (including guarantees or obligations of any Credit Party or any Subsidiary of any Credit Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances), in each case, other than Indebtedness for borrowed money; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, cheque, draft or similar instrument inadvertently (or as a result of daylight overdrafts) drawn against insufficient funds in the Ordinary Course of Business; provided, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) (i) Indebtedness of any Person existing at the time such Person is acquired in connection with a Permitted Acquisition or any other Investment permitted under Section 5.4; provided, that such Indebtedness is not incurred in connection with or in contemplation of such Permitted Acquisition or other Investment and is not secured by any Collateral or the proceeds thereof, and after giving effect to such Permitted Acquisition or other Investment no Event of Default shall have been obtained pending occurred and be continuing and (ii) Permitted Refinancings of such Indebtedness in an appeal aggregate amount, for all such Indebtedness permitted under clause (i) not to exceed $100,000,000 at any time outstanding; (l) Indebtedness in respect of treasury, depositary and cash management services or proceeding for reviewautomated clearinghouse transfer of funds in the Ordinary Course of Business, in each case, arising under the terms of customary agreements with any bank at which the respective Credit Party maintains an overdraft, pooled account or other similar facility or arrangement; (m) Indebtedness representing deferred compensation to employees of EINA, EICA and each of their respective Subsidiaries incurred in the Ordinary Course of Business; (n) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply agreements, in each case, in the Ordinary Course of Business; and (o) any Permitted Unsecured Debt not to exceed an aggregate principal amount of $1,500,000,000 at any time outstanding.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which except for the following to the extent in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forBudget: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (j) of the Borrower existing as definition of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoIndebtedness and permitted pursuant to Section 5.8; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5 (excluding Indebtedness of Foreign Subsidiaries under local lines of credit) (plus any accrued but unpaid interest, wagesredemption premium and reasonable and documents fees and expenses, employee benefitswhich may be converted to principal); (d) Indebtedness consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h), advance payments on sales contracts in each case, outstanding as of the Closing Date; (e) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b); (f) [intentionally omitted]; (g) [intentionally omitted]; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within four Business Days of its incurrence; (i) customary obligations of the Borrower and other indebtedness incurred its Subsidiaries to banks in respect of netting services, overdraft protections and similar arrangements in each case in connection with maintaining deposit accounts in the ordinary course of business; (dj) Indebtedness existing as consisting of the date financing of this Agreement secured by liens permitted by subsection (a) insurance premiums in the Ordinary Course of Section 5.7Business; (ek) Liabilities Indebtedness of Foreign Subsidiaries of the Borrower under local lines of credit (inclusive of any local lines of credit existing on the Closing Date) for taxes, assessments, governmental charges, liens or claims described the working capital and general corporate purposes of such Foreign Subsidiaries in Section 5.12 hereof an aggregate principal amount not to the extent that payment thereof is not required by such Section 5.12exceed $32,000,000 at any time outstanding; and (fl) unsecured Indebtedness in respect of final judgments for the payment Foreign Subsidiaries of money Holdings not in excess of exceeding $10,000 7,500,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewoutstanding.

Limitation on Indebtedness. Neither The Borrower will not, and will not permit the Borrower nor any of its Restricted Subsidiaries will to, create, incur, assume, assume or become, be or remain liable in suffer to exist any manner in respect of, or allow to exist, Indebtedness; provided that the Borrower and any Restricted Subsidiary may incur Indebtedness (which term and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness), (x) if immediately before and after giving effect to such incurrence, no Default shall include: all indebtednesshave occurred and be continuing and (y) on a Pro Forma Basis, obligations after giving effect to such incurrence, the Consolidated EBITDA to Consolidated Interest Expense Ratio shall be at least 2.0 to 1.0; provided, further, that Restricted Subsidiaries that are not Subsidiary Guarantors may not incur Indebtedness under this provision in an aggregate principal amount outstanding at any time, when combined with the total amount of outstanding Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(d), 10.1(j), 10.1 (k) and liabilities which 10.1(n), exceeding $1,250,000,000. Notwithstanding the foregoing, the limitations set forth in accordance with generally accepted accounting principles would be reflected on the balance sheet immediately preceding paragraph shall not apply to any of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forfollowing items: (a) Indebtedness arising under the Note and any other obligations owed to the Lender under this Agreement or otherwiseCredit Documents; (b) subject to compliance with Section 10.5, Indebtedness of the Borrower existing as or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subordinated to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoObligations on terms reasonably satisfactory to the Administrative Agent; (c) Indebtedness representing trade debtin respect of any bankers’ acceptance, wagesbank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of construction and restoration activities and in respect of workers compensation claims, health, disability or other employee benefitsbenefits or property, advance payments casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (d) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(d) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on sales contracts terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (B) no guarantee by any Restricted Subsidiary of the Borrower Senior Facility, any Refinanced Bridge Indebtedness or any Permitted Additional Debt shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee and other indebtedness (C) the aggregate amount of Guarantee Obligations incurred by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (d), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(j), 10.1(k) and 10.1(n) and the first paragraph of Section 10.1, shall not exceed $1,250,000,000 at any time outstanding; (e) Guarantee Obligations (i) incurred in the ordinary course of businessbusiness (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), 10.5(g), 10.5(i), 10.5(q), 10.5(t) and 10.5(v); (df) (i) Indebtedness existing (including Indebtedness arising under Capital Leases) incurred to finance the purchase price, cost of design, acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of fixed or capital assets or otherwise in respect of Capital Expenditures, so long as such Indebtedness, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of such fixed or capital assets or incurrence of such Capital Expenditure, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof and Capital Leases entered into pursuant to subclauses (i) and (ii) above; provided, that the aggregate amount of Indebtedness incurred pursuant to this clause (iii) at any time outstanding shall not exceed $400,000,000 and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii) above; provided that, except to the extent otherwise expressly permitted hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension; (g) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and the Existing Notes and any modification, replacement, refinancing, refunding, renewal or extension thereof; provided that except to the extent otherwise expressly permitted hereunder, in the case of any such modification, replacement, refinancing, refunding, renewal or extension, (w) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (x) the direct and contingent obligors with respect to such Indebtedness are not changed (y) (1) except in the case of Existing Notes with a Stated Maturity (as of the date Closing Date) prior to the latest Maturity Date of this Agreement secured by liens permitted by subsection any Credit Facility hereunder, no portion of such Indebtedness matures prior to the latest Maturity Date of any Credit Facility hereunder and (a2) in the case of Section 5.7the Existing Notes with a Stated Maturity (as of the Closing Date) prior to the latest Maturity Date of any Credit Facility, no portion of such Indebtedness matures prior to the Stated Maturity of such Existing Notes as of the Closing Date and (z) if the Indebtedness being refinanced, or any guarantee thereof, constituted subordinated Indebtedness, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated to the Obligations to substantially the same extent; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (fh) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 Hedging Agreements; provided that (i) other than in the aggregate at case of Commodity Hedging Agreements, such Hedging Agreements are not entered into for speculative purposes (as determined by the Borrower in its reasonable discretion acting in good faith) and (ii) any time outstanding speculative Commodity Hedging Agreements must be entered into in the ordinary course of business and shall be consistent with past practice; (excluding sums covered by insurancei) remaining unsatisfied Indebtedness and in effect for any period of less than thirty (30) days or Guarantee Obligations in respect of which a stay any Borrower Senior Facility in an aggregate principal amount not to exceed $6,750,000,000 plus the PIK Interest Amount and (ii) any modification, replacement, refinancing, refunding, renewal or extension thereof (including Permitted Additional Notes, the Borrower Senior Term Loans and/or Borrower Senior Exchange Notes); provided that, except to the extent otherwise expressly permitted hereunder, (A) the principal amount of execution any Indebtedness modified, replaced, refinanced, refunded, renewed or extended pursuant to this clause (ii) does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon and any PIK Interest Amounts plus other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (B) the direct and contingent obligor with respect to such Indebtedness is not changed, (C) such Indebtedness shall have been obtained pending a final maturity date equal to or later than six months after the latest Maturity Date of any Credit Facility and (D) the terms and conditions (including, if applicable, as to collateral but excluding as to interest rate and prepayment premium) of any such modified, replaced, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Lenders than the terms and conditions of this Agreement; provided that a certificate of an appeal Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or proceeding for review.drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) (such modified, replacement, refinanced, refunded, renewed or extended Indebtedness, “Refinanced Bridge Indebtedness”); (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; provided that

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, permit to exist, or become, be otherwise become or remain liable in any manner in with respect of, or allow to existto, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness constituting the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness of the Borrower existing as Credit Parties and their respective Subsidiaries of the date type described in clause (h) of this Agreement which the definition of Indebtedness in respect of Indebtedness of a Credit Party or Subsidiary of a Credit Party otherwise permitted hereunder; provided that, if the Indebtedness being Guaranteed is specifically disclosed subordinated to the Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Agent and the Lenders as those contained in Schedule 5.5 attached heretothe subordination of such Indebtedness; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5 and Permitted Refinancings thereof; (d) Indebtedness in an aggregate principal amount at any time outstanding not to exceed $4,000,000, wagesconsisting of (i) Indebtedness incurred for the purpose of financing (or refinancing) all or any part of the cost of acquiring, employee benefitsrepairing, advance payments on sales contracts improving, installing or designing Property, and Capital Lease Obligations and Indebtedness secured by Liens permitted by Section 5.1(h) and (ii) Permitted Refinancings thereof; (e) unsecured intercompany Indebtedness to the extent the corresponding Investment is permitted pursuant to Section 5.4; (f) [reserved]; (g) [reserved]; (h) to the extent constituting Indebtedness, deferred compensation and similar obligations to current and former officers, directors, managers, employees and consultants of the Credit Parties and their Subsidiaries incurred in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (i) to the extent constituting Indebtedness, obligations with respect to cash management services and other indebtedness incurred Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts; (j) [reserved]; (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (di) Indebtedness existing as arising from the honoring by a bank or other financial institution of a check, draft or similar instrument or payment item drawn against insufficient funds in the date ordinary course of this Agreement secured by liens permitted by subsection business and (aii) Indebtedness consisting of Section 5.7endorsements for collection or deposit in the ordinary course of business; (em) Liabilities Indebtedness arising from agreements providing for taxesindemnification, assessmentsadjustment of purchase price or similar obligations, governmental chargesor guarantees or letters of credit, liens surety bonds or claims described performance bonds securing any obligations of any of the Credit Parties and their Subsidiaries pursuant to such agreements, in Section 5.12 hereof to any case incurred in connection with the extent that payment thereof is not required disposition of any business, assets or Stock of any of the Credit Parties and their Subsidiaries (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such Section 5.12; andbusiness, assets or Stock of any of the Credit Parties and their Subsidiaries for the purpose of financing such acquisition) or any Investment or Permitted Acquisition otherwise permitted hereunder; (fn) Indebtedness which may exist or be deemed to exist pursuant to or in connection with statutory, surety, stay, customs, appeal or similar bonds, completion guaranties or other similar obligations in the ordinary course of business; (o) Indebtedness in respect of final judgments for credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar arrangements in the ordinary course of business, in an aggregate principal amount not to exceed $2,000,000 (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest) at any time; (p) unsecured Indebtedness owing to current and former officers, directors, managers, employees and consultants (or any current or former spouses or domestic partners, family members, trusts or other estate planning vehicles or estates or heirs of any of the foregoing) incurred in connection with the repurchase or redemption of Stock that has been issued to such Persons, so long as the aggregate principal amount of all such Indebtedness outstanding at any one time does not exceed $1,000,000 (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest); (q) unsecured Indebtedness and earnouts owing to sellers of assets or Stock to any of the Credit Parties and their Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions or other Investments permitted hereunder so long as the aggregate principal amount of all such Indebtedness and earnouts at any one time outstanding do not exceed $5,000,000 (plus the amount of any increase in principal resulting from interest paid in kind or capitalized interest, in each case, in accordance with the subordination provisions applicable thereto), in each case subordinated in right of payment to the Obligations under the Loan Documents in a manner and pursuant to documentation reasonably satisfactory to the Agent and Permitted Refinancings thereof; (r) [reserved]; (s) [reserved]; (t) [reserved]; (u) Indebtedness in an aggregate amount not to exceed $4,000,000 at any time outstanding owed to any landlord in connection with the financing by such landlord of money leasehold improvements in the ordinary course of business; (v) Indebtedness with a principal amount not exceeding $4,000,000 (plus the amount of any increase in excess principal resulting from interest paid in kind or capitalized interest, in each case, in respect of $10,000 Indebtedness originally permitted to be incurred pursuant to this subsection (v)) in the aggregate at any time outstanding outstanding; (excluding sums covered by insurancew) remaining unsatisfied [reserved]; (x) [reserved]; (y) [reserved]; (z) solely to the extent constituting Indebtedness, (i) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in effect for any period the ordinary course of less than thirty business to the extent that they are permitted to remain unfunded under applicable Requirements of Law and (30ii) days Indebtedness incurred or created in the ordinary course of business in respect of which workers’ compensation claims, health, disability or other employee benefits, salary, wages or other compensation or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claim, provided that such Indebtedness in clauses (i) and (ii) shall not exceed $1,000,000 in the aggregate outstanding at any one time; (aa) [reserved]; (bb) [reserved]; (cc) Indebtedness consisting of any increase in the principal amount of any Indebtedness described in clauses (a) through (bb) of this Section 5.5 resulting from interest paid-in-kind or continuously capitalized interest; (dd) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (cc) of this Section 5.5; (ee) [reserved]; and (i) Indebtedness incurred or assumed by any Credit Party or any Subsidiary of a stay Credit Party in a Permitted Acquisition or any other similar Investment permitted hereunder; provided that (w) no Event of execution Default has occurred and is continuing as of the date the definitive agreement for such Acquisition or Investment is executed, (x) if such Indebtedness is assumed, such Indebtedness shall not have been incurred in contemplation of such Acquisition or Investment, (y) the aggregate principal amount of all Indebtedness incurred or assumed under this clause (ff) at any one time outstanding shall not exceed $1,000,000 and (z) with respect to any such Indebtedness that is incurred, such Indebtedness (A) shall be unsecured or secured solely by Liens on the Collateral on a junior basis to the Obligations, and, to the extent so secured, the beneficiaries thereof (or an agent on their behalf) shall have been obtained pending an appeal entered into a customary intercreditor agreement reasonably satisfactory to the Agent providing for the subordination of the Liens securing such Indebtedness to the Liens on the Collateral securing the Obligations, (B) shall not mature or proceeding have scheduled amortization prior to the date that is 91 days after Latest Maturity Date, (C) shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those set forth in this Agreement, (D) shall be on terms no more restrictive (taken as a whole) to the Credit Parties than the Loan Documents (except to the extent (1) a substantially similar change is made to the Loan Documents or (2) such terms are applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) and (E) if such Indebtedness is subordinated in right of payment to the Obligations, the subordination provisions thereof shall be reasonably satisfactory to the Agent and (ii) any Permitted Refinancing thereof; provided that, with respect to any Indebtedness incurred (but not, for reviewthe avoidance of doubt, assumed) under this clause (ff), any such Permitted Refinancing thereof shall in any event satisfy the terms ▇▇ ▇▇▇-▇▇▇▇▇▇▇ (▇)(▇), (▇)(▇), (▇)(▇), (▇)(▇) and (z)(E) above.

Limitation on Indebtedness. Neither the Borrower nor The Notes require that we do not and do not permit any of its Subsidiaries will our subsidiaries to: • create, incur, assume, guarantee or become, be or remain liable in with respect to any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which other than Permitted Indebtedness; • prepay any indebtedness except by converting the indebtedness into equity securities (other than certain disqualified stock specified in accordance with generally accepted accounting principles would be reflected on the balance sheet Notes); or • amend the terms of any indebtedness in such a way as to shorten the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower maturity date or any Subsidiaryamortization, secured by any mortgage, pledge redemption or lien existing interest payment date thereof or otherwise impose additional material burdens on property owned by us or our subsidiaries. “Permitted Indebtedness” includes: • indebtedness under the Borrower or any SubsidiaryNotes; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwise; (b) Indebtedness of the Borrower • certain indebtedness existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing the Purchase Agreement; • indebtedness to trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness creditors incurred in the ordinary course of business; (d) Indebtedness existing as business consistent with past practices; • indebtedness that also constitutes a Permitted Investment; • our subordinated indebtedness, but not subordinated indebtedness of the date our subsidiaries; • reimbursement obligations in connection with letters of this Agreement credit or similar instruments that are secured by cash or Cash Equivalents and issued on our behalf or on behalf of our subsidiaries in an aggregate amount not to exceed $250,000 at any time then outstanding; • indebtedness consisting of capital and operating lease obligations and indebtedness secured by liens permitted under the thirteenth bullet of the definition of Permitted Liens; provided, however, all of such indebtedness under this clause, plus all indebtedness secured by subsection (a) liens permitted under the thirteenth bullet of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is definition of Permitted Liens will not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of exceed $10,000 1,400,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied aggregate; and in effect for any period • contingent obligations that are guarantees of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewPermitted Indebtedness.

Limitation on Indebtedness. Neither The Borrower will not, and will not permit the Borrower nor any of its Restricted Subsidiaries will to, create, incur, assumeassume or suffer to exist any Indebtedness. Notwithstanding the foregoing, or become, be or remain liable the limitations set forth in the immediately preceding paragraph shall not apply to any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forfollowing items: (a) Indebtedness arising under the Note Credit Documents (including the 2016 Incremental Term Loans, the New Revolving Credit Commitments pursuant to the 2016 Incremental Amendment, the 2018 Incremental Term Loans, the 2019 Incremental Term Loans, the 2023 Incremental Term Loans, the New Revolving Credit Commitments pursuant to the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Eleventh Amendment and, the Twelfth Amendment and the Sixteenth Amendment and any other obligations owed to the Lender under this Agreement or otherwiseIndebtedness incurred as permitted by Sections 2.14, 2.15 and 13.1); (b) subject to compliance with Section 10.5, Indebtedness of the Borrower existing as or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be (x) evidenced by the date of this Agreement which is specifically disclosed Intercompany Subordinated Note or (y) otherwise be subject to subordination terms substantially identical to the subordination terms set forth in Schedule 5.5 attached heretothe Intercompany Subordinated Note or otherwise reasonably acceptable to the Administrative Agent; (c) Indebtedness representing trade debtin respect of any bankers’ acceptance, wagesbank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of construction and restoration activities and in respect of workers compensation claims, health, disability or other employee benefitsbenefits or property, advance payments casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims and similar obligations); (d) subject to compliance with Section 10.5, Guarantee Obligations incurred by Restricted Subsidiaries in respect of Indebtedness of the Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on sales contracts terms (taken as a whole) at least as favorable to the Lenders as those contained in the subordination of 193 such Indebtedness, and other indebtedness (B) the aggregate principal amount of Guarantee Obligations incurred by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (d), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(k) and 10.1(ii) (but without duplication of such amounts), shall not exceed the greater of (x) $300,000,000 and, on and after the Sixteenth Amendment Effective Date, the greatest of (x) $1,000,000,000, (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance and (z) 2.50% of Consolidated Total Assets as of the last day of the most recently ended Test Period (calculated on a Pro Forma Basis), in each case at any time outstanding; (e) Guarantee Obligations (i) incurred in the ordinary course of business; business (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness including in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insuranceconstruction or restoration activities) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay obligations of execution shall have been obtained pending an appeal (or proceeding for review.to) suppliers, customers, franchisees, lessors and licensees, (ii) otherwise constituting Investments permitted by Section 10.5 (other than Investments permitted by Section 10.5(l) by reference to Section

Limitation on Indebtedness. Neither The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur, contingently or otherwise, any Indebtedness, except: (a) (i) Indebtedness arising under the Credit Documents, including pursuant to Sections 2.14 and 2.15, and (ii) any Credit Agreement Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (b) (i) (A) Indebtedness arising under the Senior Unsecured Notes Documents (including any guarantees in respect thereof); provided that the aggregate principal amount of such Indebtedness outstanding pursuant to this Section 10.1(b)(i)(A), when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness Incurred pursuant to clause (i)(B) in respect of such Indebtedness then outstanding, shall not, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed $1,300,000,000 and (B) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness and (ii)(A) Indebtedness arising under the Senior Secured Notes Documents (including any guarantees in respect thereof); provided that the aggregate principal amount of such Indebtedness outstanding pursuant to this Section 10.1(b)(ii)(A), when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness Incurred pursuant to clause (ii)(B) in respect of such Indebtedness then outstanding, shall not, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed $1,050,000,000 and (B) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; provided that, notwithstanding any other provision herein to the contrary, no Person other than a Credit Party shall at any time be an obligor in respect of any such Indebtedness; (i) Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or consistent with past practice or industry norm (including in respect of workers compensation claims, performance, completion or surety bonds, health, disability or other benefits or other Indebtedness with respect to reimbursement type obligations, in any such case, to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self- insurance and (ii) Indebtedness supported by Letters of Credit or other letters of credit under similar facilities in an amount not to exceed the Stated Amount of such Letters of Credit or stated amount of such other letters of credit under such similar facilities; (d) Except as otherwise limited by clauses (a), (b), (h) and (u) of this Section 10.1, Guarantee Obligations Incurred by (i) any Restricted Subsidiary in respect of Indebtedness of the Borrower nor or any other Restricted Subsidiary that is permitted to be Incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiary that is permitted to be Incurred under this Agreement; provided that, if the applicable Indebtedness is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated to the Obligations; (e) Guarantee Obligations Incurred in the ordinary course of business or consistent with past practice or industry norm in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (f) (i) Indebtedness (including Financing Lease Obligations and other Indebtedness arising under mortgage financings and purchase money Indebtedness (including any industrial revenue bond, industrial development bond or similar financings or mortgages on Real Property used in operations (including stores and distribution centers)) the proceeds of which are used to finance (whether prior to or after) the acquisition, development, construction, lease, installation, repair, restoration, replacement, relocation, renewal, maintenance, upgrade, expansion or improvement of property (real or personal), equipment or any other assets (whether through the direct purchase of property, equipment or other assets or the Capital Stock of any Person owning such property, equipment or other assets) or otherwise Incurred in respect of Capital Expenditures; provided that, at the time of Incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of such Indebtedness then outstanding pursuant to clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness Incurred pursuant to clause (ii) in respect of such Indebtedness then outstanding) shall not, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (I) the greater of (x) $215,000,000 and (y) 30.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the Internal Financial Statements most recently available on or prior to such date) minus (II) the aggregate amount of Indebtedness Incurred pursuant to Section 10.1(g); and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; (g) (i) Indebtedness constituting Financing Lease Obligations, other than Financing Lease Obligations in effect on the Closing Date (whether or not set forth on Schedule 10.1) or Financing Lease Obligations entered into pursuant to Section 10.1(f); provided that, at the time of Incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of such Indebtedness then outstanding pursuant to clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness Incurred pursuant to clause (ii) in respect of such Indebtedness then outstanding) shall not, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (I) the greater of (x) $215,000,000 and (y) 30.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the Internal Financial Statements most recently available on or prior to such date) minus (II) the aggregate amount of Indebtedness Incurred pursuant to Section 10.1(f); and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness. (h) Closing Date Indebtedness and any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness in respect of Hedging Agreements Incurred in the ordinary course of business or consistent with past practice or industry norm and, in each case, at the time entered into, not for speculative purposes; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such Person or any of its Subsidiaries will create, incur, assume, Subsidiaries) or become, be or remain liable in any manner in respect of, or allow Indebtedness attaching to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of an Acquisition, Investment, similar transaction or Indebtedness of any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for:provided that (aA) the Note subject to Section 1.11, after giving pro forma effect thereto, no Event of Default under Section 11.1 or Section 11.5 has occurred and any other obligations owed to the Lender under this Agreement or otherwiseis continuing; (bB) as of the date that any such Person becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such a Person or any of its Subsidiaries) or the date that any such assets are acquired by the Borrower or any Restricted Subsidiary and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness then outstanding pursuant to this Section 10.1(j) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the sum of (I) when aggregated with the aggregate principal amount of (1) Indebtedness Incurred pursuant to, and then outstanding in reliance on, Section 10.1(k)(i)(B)(I) and (2) Permitted Refinancing Indebtedness Incurred pursuant to clause (ii) of this Section 10.1(j) to Refinance Indebtedness Incurred pursuant to, and then outstanding in reliance on, this Section 10.1(j)(i)(B)(I), the greater of (x) $110,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based upon the Internal Financial Statements most recently available on or prior to such date plus (II) subject to Section 1.11, an aggregate amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness, to such Acquisition, Investment, any Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and the Restricted Subsidiaries shall be in compliance on a pro forma basis, with, at the option of the Borrower, (X) a Consolidated EBITDA to Fixed Charges Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Specified Transaction and Specified Restructuring occurred on the first day of such Test Period, of either (x) not less than 2.00:1.00 or (y) not less than the Consolidated EBITDA to Fixed Charges Ratio immediately prior to giving effect to such Incurrence and such other transactions or (Y) with a Consolidated Total Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, Specified Transaction and Specified Restructuring had occurred on the first day of such Test Period of either (x) not greater than 6.50:1.00 or (y) not greater than the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to giving pro forma effect to all such Incurrences and such other transactions; (C) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof; (D) such Indebtedness is not guaranteed in any respect by Holdings, the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries) except to the extent permitted under Section 10.5 or Section 10.6; and (E) (x) the Capital Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11 and (y) such Person executes a supplement to each of the Guarantee, the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations) and a counterpart signature page to the Intercompany Notes, in each case to the extent required under Section 9.10, 9.11 or 9.14(b), as applicable; provided that the requirements of this clause (E) shall not apply to any Indebtedness of the type that could have been Incurred under Section 10.1(f) or Section 10.1(g) and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness of the Borrower existing or any Restricted Subsidiary Incurred to finance an Acquisition, Investment or similar transaction; provided that, (A) subject to Section 1.11, after giving pro forma effect thereto, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; (B) as of the date of such Incurrence and after giving pro forma effect thereto, and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding pursuant to this Agreement which Section 10.1(k), does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the sum of (I) when aggregated with the aggregate principal amount of (1) Indebtedness Incurred pursuant to, and then outstanding in reliance on, Section 10.1(j)(i)(B)(I) and (2) Permitted Refinancing Indebtedness Incurred pursuant to clause (ii) of this Section 10.1(k) to Refinance Indebtedness Incurred pursuant to, and then outstanding in reliance on, this Section 10.1(k)(i)(B)(I), the greater of (x) $110,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based upon the Internal Financial Statements most recently available on or prior to such date plus (II) subject to Section 1.11, an aggregate amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness, to such Acquisition, Investment, any Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and the Restricted Subsidiaries shall be in compliance on a pro forma basis with any of, a the option of the Borrower, (X) a Consolidated EBITDA to Fixed Charges Ratio, as such ratio is specifically disclosed in Schedule 5.5 attached heretocalculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Specified Transaction and Specified Restructuring occurred on the first day of such Test Period, of either (x) not less than 2.00:1.00 or (y) not less than the Consolidated EBITDA to Fixed Charges Ratio immediately prior to giving effect to such Incurrence and such other transactions or (Y) a Consolidated Total Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, Specified Transaction and Specified Restructuring had occurred on the first day of such Test Period of either (x) not greater than 6.50:1.00 or (y) not greater than the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to giving pro forma effect to all such Incurrences and such other transactions; (cC) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of business[reserved]; (dD) Indebtedness existing as (x) the Capital Stock of any Person acquired in such Acquisitions or other Investments (the date of this Agreement secured by liens permitted by subsection (a“acquired Person”) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof is pledged to the Collateral Agent to the extent that payment thereof is not required by under Section 9.11 and (y) such acquired Person executes a supplement to each of the Guarantee and the Security Agreement and a counterpart signature page to the Intercompany Note (or alternative guarantee and security arrangements in relation to the Obligations), in each case, to the extent required under Section 5.129.10, 9.11 or 9.14(b), as applicable; and (fE) the terms of such Indebtedness shall be consistent with the requirements set forth in respect of final judgments clause (b) (but not, for the payment avoidance of money not doubt, clause (a)) (subject, in excess each case, to the limitations and exceptions therein) of $10,000 the proviso to the definition of “Permitted Additional Debt”; provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the Incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied foregoing requirement shall be conclusive evidence that such terms and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Da

Limitation on Indebtedness. Neither the Borrower nor Create, incur, assume or suffer to exist any Indebtedness (including any Indebtedness of any of its Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheetSubsidiaries), except forexcept: (a) Indebtedness of each of the Note and any other obligations owed Borrowers incurred pursuant to the Lender under this Agreement or otherwiseand the other Loan Documents; (b) Indebtedness unsecured senior subordinated or subordinated notes or debentures of the Parent Borrower existing in a principal amount not to exceed $100,000,000, which either (i) have terms, representations, covenants, defaults and subordination provisions that are no less favorable to the Lenders than those applicable to offerings of “high-yield” subordinated debt by similar issuers of similar debt at or about the same time, as may be reasonably determined by the Administrative Agent, or (ii) have No More Favorable Terms and Conditions than those in respect of the 2004 Senior Subordinated Notes; provided, however, that all such Indebtedness (together with any refinancings thereof, which shall not exceed the principal amount being refinanced) shall, at the time such Indebtedness is incurred or refinanced, (i) have a final, stated maturity (and an Average Life) at least one year after the Final Maturity Date (as of the date time of this Agreement which such incurrence or refinancing), and (ii) in the case of Indebtedness incurred to refinance other Indebtedness, have terms and provisions (including subordination provisions) no less favorable to the Lenders than the Indebtedness being refinanced; provided further that an amount equal to 100% of the Net Cash Proceeds of such Indebtedness (other than any refinancing Indebtedness referred to in clause (ii) above) less any Permitted Acquisition Amount is specifically disclosed applied in Schedule 5.5 attached heretoaccordance with subsection 4.4(b)(i); (c) Indebtedness representing trade debtevidenced by the Existing Notes; provided that (x) the aggregate principal amount of Indebtedness at any time outstanding pursuant to this clause (c) shall not exceed $520,000,000 (except as a result of any capitalization of accrued and unpaid interest thereon, wagesincluding through the issuance of pay-in-kind notes) less any repayments of principal of Indebtedness theretofore outstanding pursuant to this clause (c) (other than repayments to the extent made with proceeds received by the Parent Borrower from any cash equity contribution by Holding to the Parent Borrower occurring after the Closing Date or from the issuance or incurrence of Refinancing Senior Notes and/or Refinancing Subordinated Notes) and (y) the aggregate amount of senior (as opposed to senior subordinated) Indebtedness outstanding at any time pursuant to this clause (c) shall not exceed $200,000,000 (except as a result of any capitalization of accrued and unpaid interest thereon, employee benefitsincluding through the issuance of pay-in-kind notes) less the amount of any reductions pursuant to clause (x) of this proviso as a result of repayments of theretofore outstanding senior Indebtedness as described in preceding clause (x) of this proviso, advance payments provided that the Existing Notes shall not be extended, renewed, replaced, refinanced or otherwise amended, except as permitted by subsection 8.14; (d) Indebtedness of the Parent Borrower to any Guarantor or any Subsidiary of the Parent Borrower and of any Subsidiary of the Parent Borrower to the Parent Borrower, any Guarantor or any other Subsidiary of the Parent Borrower; (e) Indebtedness of the Parent 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 Parent Borrower and its Subsidiaries $35,000,000 at any one time outstanding, provided that such amount shall be increased by an amount equal to $5,000,000 on sales contracts each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and, provided further such Indebtedness is incurred substantially simultaneously with such acquisition or within six months after such acquisition or in connection with a refinancing thereof; (f) Indebtedness of the Parent Borrower and any of its Subsidiaries incurred to finance or refinance the purchase price of, or Indebtedness of the Parent Borrower and any of its Subsidiaries assumed in connection with, any acquisition permitted by subsection 8.10 (other than permitted pursuant to subsection 8.10(c)), provided that (i) such Indebtedness is incurred (g) to the extent that any Indebtedness may be incurred or arise thereunder, Indebtedness of the Parent Borrower and its Subsidiaries under Interest Rate Protection Agreements and under Permitted Hedging Arrangements; (h) other Indebtedness outstanding or incurred under facilities in existence on the Closing Date and listed on Schedule 8.2(h), and any refinancings, replacements, refundings, renewals or extensions thereof on financial and other indebtedness terms, in the reasonable judgment of the Parent Borrower, no more onerous to the Parent Borrower or any of its Subsidiaries in the aggregate than the financial and other terms of such Indebtedness, provided that the amount of such Indebtedness is not increased at the time of such refinancing, replacements, 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; (i) to the extent that any Guarantee Obligation permitted under subsection 8.4 constitutes Indebtedness, such Indebtedness; (j) Indebtedness of the Parent Borrower or any of its Subsidiaries pursuant to any Permitted Receivables Transaction; provided that upon the effectiveness of any such Permitted Receivables Transaction, the Loans shall be automatically prepaid, the L/C Obligations shall be automatically cash collateralized and the Revolving Credit Commitments shall be automatically and permanently reduced to the extent required by subsections 4.4(e), 4.4(f) and 4.4(h); (k) Indebtedness of Foreign Subsidiaries of the Parent Borrower (in addition to Indebtedness of Foreign Subsidiaries of the Parent Borrower permitted by subsections 8.2(h) and (l)) for working capital purposes (including in respect of overdrafts) not exceeding, as to all such Foreign Subsidiaries, €40,000,000 in aggregate principal amount at any one time outstanding; (l) Indebtedness of Foreign Subsidiaries of the Parent Borrower (in addition to Indebtedness of Foreign Subsidiaries of the Parent Borrower permitted by subsections 8.2(h) and (k)) in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit, in each case provided in the ordinary course of business, not exceeding, as to all such Foreign Subsidiaries, €20,000,000 in aggregate principal amount at any one time outstanding; (m) Indebtedness of the Parent Borrower or any of its Subsidiaries in respect of Sale and Leaseback Transactions permitted under subsection 8.12; (n) Indebtedness of the Parent Borrower or any of its Subsidiaries incurred to finance insurance premiums in the ordinary course of business; (do) Indebtedness existing as of any Foreign Subsidiary of the Parent Borrower fully supported on the date of this Agreement secured the incurrence thereof by liens permitted by subsection (a) a Foreign Backstop Letter of Section 5.7Credit; (ep) Liabilities for taxesIndebtedness arising from the honoring of a check, assessments, governmental charges, liens draft or claims described in Section 5.12 hereof to the extent similar instrument against insufficient funds; provided that payment thereof such Indebtedness is not required by such Section 5.12; andextinguished within two Business Days of its incurrence; (fq) Indebtedness in respect of final judgments for Financing Leases which have been funded solely by Investments of the payment Parent Borrower and its Subsidiaries permitted by subsection 8.9(m); and (r) Indebtedness not otherwise permitted by the preceding clauses of money this subsection 8.2 not exceeding $25,000,000 in excess aggregate principal amount at any one time outstanding. For purposes of $10,000 determining compliance with this subsection 8.2, the amount of any Indebtedness denominated in any currency other than Dollars (or in the aggregate at any time outstanding case of clauses (excluding sums covered by insurancei) remaining unsatisfied and (l) above, other than Euros) shall be calculated based on customary currency exchange rates in effect for any period effect, in the case of less than thirty such Indebtedness incurred (30) days or in respect of which a stay term Indebtedness) or committed (in respect of execution shall have been obtained pending an appeal revolving Indebtedness) on or proceeding for reviewprior to the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness).

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will Directly or indirectly, create, incur, assume, guaranty or become, be suffer to exist any Indebtedness or otherwise become or remain directly or indirectly liable in with respect to any manner in respect ofIndebtedness, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note Indebtedness pursuant to any Loan Document (including Indebtedness under any Incremental Facility and any other obligations owed to the Lender under this Agreement or otherwiseExtended Revolving Credit Commitments); (b) intercompany Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretopermitted pursuant to Section 6.7; (c) Indebtedness representing trade debtconsisting of (A) (i) Capital Lease Obligations or (ii) purchase money obligations (including obligations in respect of mortgage, wagesindustrial revenue bond, employee benefitsindustrial development bond and similar financings) to finance or refinance (within 270 days of the acquisition or replacement or completion of construction, advance payments 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 $60.0 million and 3.00% of Consolidated Total Assets; (d) Indebtedness outstanding on sales contracts 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 (or, to the extent customary under applicable Requirements of Law, such other customary note or debt instrument) and subordinated to the Obligations on the terms set forth therein; (e) Guarantee Obligations, letters of credit, indemnities (including through cash collateralization), surety bonds, performance bonds and similar obligations (i) made in the ordinary course of business by any Group Member of obligations (other than in respect of Indebtedness for borrowed money) of (v) Holdings, (w) any Borrower, (x) any Restricted Subsidiaries, (y) any special purpose entities in connection with any construction or development projects relating to the business of the Group Members or (z) any joint venture of any Group Member, (ii) of any Group Member in respect of Indebtedness otherwise permitted to be incurred by any such Group Member, as the case may be, under this Section 6.2 (other than Section 6.2(d)), and (iii) of any Group Member in respect of Indebtedness of any Unrestricted Subsidiary or joint venture; provided, that (A) in the case of clause (ii), (x) 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, and (y) no Guarantee Obligation, letter of credit, indemnity (including through cash collateralization), surety bond, performance bond or similar obligation by any Restricted Subsidiary in respect of any Indebtedness of any Loan Party shall be permitted pursuant to such clause unless such Restricted Subsidiary is or shall become a Subsidiary Guarantor, (B) in the case of clauses (ii) and (iii), any such Guarantee Obligation, letter of credit, indemnity (including through cash collateralization), surety bond, performance bond 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 (C) in the case of clause (i)(z) above, the aggregate principal or face amount of all obligations at any one time outstanding shall not exceed the greater of $60.0 million and 3.00% of Consolidated Total Assets at the time such guarantee is made; (f) any Indebtedness so long as either (A) 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 5.75:1.00 at the time of incurrence thereof (provided, that the incurrence of any such Indebtedness pursuant to this clause (f)(A) must be unsecured to the extent the Total Leverage Ratio exceeds 5.50:1.00) or (B) in the case of unsecured Indebtedness only, the Interest Coverage Ratio, determined on a Pro Forma Basis is at least 2.00:1.00 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 any obligor is a Non-Loan Party Subsidiary shall not exceed the greater of $80.0 million and 30% of Consolidated EBITDA for the Relevant Reference Period at the time of incurrence thereof; (g) Indebtedness of any Group Member or of any Person that becomes a Restricted Subsidiary, in each case to the extent assumed in connection with a Permitted Acquisition or other acquisition permitted under Section 6.7 so long as either (A) 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 5.50:1.00 at the time of incurrence thereof or (B) the Interest Coverage Ratio at the time of incurrence thereof, determined on a Pro Forma Basis is either (1) no less than 2.00:1.00 or (2) no less than the Interest Coverage Ratio in effect immediately prior to such acquisition; provided, that 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; (h) Indebtedness under the Term Loan Credit Facility Documents (including Guarantee Obligations in respect thereof) in an aggregate principal amount not to exceed, on any date of determination, (i) $1.050 billion plus (ii) an amount equal to the aggregate principal amount of Incremental Term Loans (as defined in the Term Loan Credit Agreement) permitted to be incurred under the Term Loan 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 Indebtedness in respect of Cash Management Services in the ordinary course of business or consistent with past practice 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 (including any obligation to make any Acquisition Earn-Out Payment), 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 (other than Canadian Subsidiaries) in an aggregate principal amount (for all Foreign Subsidiaries other than Canadian Subsidiaries) not to exceed at any time the greater of (A) $80.0 million and (B) 4.00% of Consolidated Total Assets at the time of incurrence thereof; (A) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business or consistent with past practice and (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business or consistent with past practice; (n) Indebtedness in respect of Hedge Agreements or Specified Hedge Agreements entered into not for speculative purposes; (o) additional Indebtedness in an aggregate principal amount not to exceed at any time the greater of (A) $100.0 million and (B) 5.00% of Consolidated Total Assets at the time of incurrence thereof; (p) (i) Permitted Term Loan Refinancing Indebtedness (as defined in the Term Loan Credit Agreement, as in effect on the date hereof), (ii) Incremental Equivalent Debt permitted to be incurred under the Term Loan Credit Agreement as in effect on the date hereof, (iii) any Refinancing Indebtedness in respect of any of the foregoing and (iv) Guarantee Obligations by the Guarantors in respect of each of the foregoing; (q) Indebtedness representing deferred compensation or similar obligations to employees of Holdings and its Subsidiaries incurred in the ordinary course of businessbusiness or consistent with past practice; (dr) Indebtedness existing consisting of obligations of the Group Members 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 6.7 constituting acquisitions of Persons or businesses or divisions; (s) Indebtedness in respect of letters of credit, surety bonds, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business or consistent with past practice in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided, that upon the drawing of such 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 the Agent) unless the amount or validity of such obligations are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings or its Restricted Subsidiaries, as the case may be; (t) Indebtedness in respect of self-insurance obligations, statutory obligations, supply chain financing transactions, trade contracts, governmental contracts (other than for borrowed money), performance, tender, bid, release, stay, customs, appeal, surety, documentary letters of credit, performance and/or return of money bonds, completion guarantees, leases and similar obligations provided by or obtained by any Group Member, in each case in the ordinary course of business or consistent with past practice, and Guarantee Obligations, letters of credit, indemnities (including through cash collateralization), surety bonds (including any Surety Bonds), performance bonds and similar instruments supporting such obligations; (u) Indebtedness in an aggregate principal amount at any time not to exceed $25.0 million incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to any Group Member other than (A) one or more Permitted Receivables Financing Subsidiaries and (B) pursuant to Standard Securitization Undertakings; (v) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2(d), (f), (g), (h), (l), (o) and (y) (it being understood and agreed that to the extent that any Indebtedness incurred under Section 6.2(f), (g), (l), (o) or (y) is refinanced with Refinancing Indebtedness under this clause (v), then the aggregate outstanding principal amount of such Refinancing Indebtedness shall also be deemed to utilize the related basket under the applicable clause of this Section 6.2 on a dollar-for-dollar basis (it being further understood that a Default shall be deemed not to have occurred solely to the extent that the incurrence of Refinancing Indebtedness would cause the permitted amount under such clause of this Section 6.2 to be exceeded and such excess shall be permitted hereunder)); (w) [reserved]; (x) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (y) additional Indebtedness in an amount not to exceed the amount of capital contributions made to Holdings, or the amount of proceeds from the issuance of Qualified Capital Stock issued by Holdings, in each case after the Closing Date; (z) unsecured Indebtedness owed to a Permitted Investor or Affiliate thereof that is expressly subordinate and junior in right of payment to the Obligations pursuant to subordination arrangements in form and substance reasonably acceptable to the Agent; provided, that such Indebtedness shall (i) have a final maturity no earlier than the date that is 91 days after the Latest Maturity Date at the time of issuance, (ii) not require any payments of interest in cash or other amounts in respect of principal in cash prior to the date that is 91 days after the Latest Maturity Date at the time of issuance, (iii) not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary asset sale or change of control provisions) and (iv) not be subject to any financial maintenance covenant; (aa) Indebtedness constituting Attributable Indebtedness, to the extent the underlying Sale and Leaseback Transaction giving rise to such Attributable Indebtedness is permitted under Section 6.10; and (bb) 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 (aa) above. provided, that to the extent any Indebtedness incurred in reliance on clause (c), (e) (f), (g), (l), (o), (p) or (y) of this Section 6.2 is used to finance, in whole or in part, any Limited Conditionality Transaction, then for purposes of determining compliance under such clause, the Borrower Representative shall have the option of making such determination as of the date the definitive documentation for such Limited Conditionality Transaction is executed or the redemption or prepayment notice is given, and the applicable financial ratios or tests and any other Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Limited Conditionality Transaction were consummated on such date until consummated or terminated; provided, further, that if the Borrower Representative elects to have such determinations occur as of the date of such definitive agreement or redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement secured by liens permitted by subsection (a) after such date and before the consummation of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof such Limited Conditionality Transaction and to the extent that payment thereof baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Limited Conditionality Transaction) shall not reflect such Limited Conditionality Transaction until it is not required by consummated or terminated. For purposes of determining compliance with any US Dollar-denominated restriction on the incurrence or refinancing of Indebtedness, the US 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 Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 was incurred or refinanced, in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and case of term debt, or first committed or refinanced, in effect for any period the case of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.revolving credit debt; provided, that if such Indebtedness is incurred to extend, replace, refund, refi

Limitation on Indebtedness. Neither the Borrower nor (a) The Issuer will not, and will not permit any of its Subsidiaries will Restricted Subsidiary to, create, incur, assumeassume or guarantee (“incur”) any Indebtedness (including Acquired Indebtedness), provided, that the Issuer and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if, in each case, the Debt to Operating Cash Flow Ratio at the time of the incurrence of such Indebtedness, after giving pro forma effect thereto, is 7.0:1.0 or becomeless, provided, further, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $50,000,000 of Indebtedness of Restricted Subsidiaries that are not Guarantors would be or remain liable in outstanding pursuant to this paragraph at such time. (b) The foregoing limitation shall not apply to the incurrence of any manner of the following (collectively, “Permitted Indebtedness”): (i) Indebtedness incurred pursuant to (and guarantees in respect of) one or more Credit Facilities not to exceed an aggregate principal amount equal to the sum of (a) the term loans outstanding under the Credit Agreement as of the Issue Date, plus (b) the amount of new term loans to be incurred in connection with the Transactions as disclosed in “Use of Proceeds” in the Offering Memorandum, plus (c) amounts committed as of the Issue Date under any revolving credit facility thereunder, plus (d) incremental revolving commitments under the Credit Agreement that will become effective on the Effective Date as disclosed in the Offering Memorandum, plus (e) additional borrowings the borrower thereunder may request under the Credit Agreement under the “accordion” feature thereof (i) as of the Issue Date and (ii) as of the Effective Date, in each case, as disclosed in the Offering Memorandum; (ii) Indebtedness of the Issuer pursuant to the Notes (other than any Additional Notes) and Indebtedness of any Guarantor pursuant to a Guarantee and any Series B Notes or allow private notes issued in exchange for such Notes, including any Guarantee thereof; (iii) Indebtedness of the Issuer pursuant to existthe Existing Notes and of any Guarantor consisting of a guarantee of the Existing Notes; (iv) Indebtedness of the Issuer or any Restricted Subsidiary outstanding on the Effective Date (other than any Indebtedness incurred pursuant to clause (i); (v) Indebtedness of the Issuer owing to a Restricted Subsidiary; provided that any Indebtedness of the Issuer owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment from and after such time as the Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Issuer’s obligations under the Notes; provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary or a pledge to or for the benefit of lenders of Indebtedness that is permitted to be secured) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (v)); (vi) Indebtedness of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary; provided that, with respect to Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, any such Indebtedness is subordinated in right of payment from and after such time as the obligations under the Guarantee by any such other Restricted Subsidiary shall become due and payable to the payment and performance of such Restricted Subsidiary’s obligations under its Guarantee; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Issuer or a Restricted Subsidiary or pledge to or for the benefit of lenders of Indebtedness that is permitted to be secured) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (vi) and (b) any transaction pursuant to which term any Restricted Subsidiary, which has Indebtedness owing to the Issuer or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall include: be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (vi); (vii) guarantees by the Issuer or any Restricted Subsidiary of Indebtedness of third parties substantially all indebtednessof the operations of which are pursuant to one or more Local Marketing Agreements with one or more of the Issuer or any Restricted Subsidiary; (viii) obligations under Interest Rate Agreements of the Issuer or any Restricted Subsidiary not entered into for speculative purposes and designed to protect the Issuer or such Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Issuer or such Restricted Subsidiary; (ix) any renewals, obligations extensions, substitutions, refundings, refinancings or replacements (collectively, a “refinancing”) of any Indebtedness described in Section 1008(a) or clauses (ii), (iii), (iv) and liabilities (xv) of Section 1008(b), including any successive refinancings in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) not in excess of the aggregate principal amount of such Indebtedness so refinanced, plus the amount of premium (including without limitation tender premiums), interest or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses incurred in connection with such refinancing and (A) in the case of Subordinated Indebtedness such new Indebtedness is expressly subordinated in right of payment to the Notes or the Guarantees, as the case may be, at least to the same extent as the Subordinated Indebtedness to be refinanced and (B) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, such refinancing (I) does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness or (II) has an Average Life to Stated Maturity which is not less than the Notes or a Stated Maturity which is no earlier than the Stated Maturity of the Notes; provided, that Indebtedness under this clause (ix) shall not include (a) Indebtedness of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness of the Issuer or a Guarantor or (b) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; (x) Indebtedness created due to a change in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower United States, as a liability; applied to the Issuer and the Restricted Subsidiaries, or international financial reporting standards, should such standards become applicable to the Issuer and the Restricted Subsidiaries; (xi) Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiarypart of the purchase price, secured or cost of construction or improvement, of property (real or personal), plant or equipment used in the business of the Issuer or any of the Restricted Subsidiaries, and any renewals, extensions, substitutions, refinancings, or replacements of such Indebtedness, in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (xii) Indebtedness in respect of performance bonds, bankers’ acceptances, standby letters of credit, completion guarantees, and surety, bid, appeal or similar bonds and similar instruments provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of their business; provided, however, that such Indebtedness is not in connection with the borrowing of money or obtaining of credit; (xiii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Restricted Subsidiaries pursuant to such agreements, guarantees, letters of credit, surety bonds or performance bonds, in each case incurred in connection with the disposition of any business, assets or Restricted Subsidiaries (other than guarantees of Indebtedness or other obligations incurred by any mortgagePerson acquiring all or any portion of such business, pledge assets or lien existing on property owned Restricted Subsidiaries for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Issuer and the Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower Issuer and the Restricted Subsidiaries in connection with such disposition; (xiv) Indebtedness resulting from the endorsement of negotiable instruments in the ordinary course of business or any Subsidiaryarising from the honoring of a check, draft or similar instruments presented by the Issuer or a Restricted Subsidiary in the ordinary course of business against insufficient funds; (i) Indebtedness incurred to finance an acquisition or (ii) Acquired Indebtedness; provided, however, that after giving effect to such acquisition and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forthe incurrence of such Indebtedness either: (a) the Note and any Issuer would be permitted to incur at least $1.00 of additional Indebtedness (other obligations owed than Permitted Indebtedness) pursuant to the Lender under this Agreement or otherwise;first proviso in Section 1008(a); or (b) Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoDebt to Operating Cash Flow Ratio would be no greater than such ratio immediately prior to such acquisition; (cxvi) Indebtedness representing trade debtsupported by a letter of credit or bank guarantee issued pursuant to any Credit Facility, wages, employee benefits, advance payments in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; (xvii) Indebtedness incurred to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xviii) Indebtedness owed on sales contracts a short-term basis (including overdrafts) of no longer than 30 days to banks and other indebtedness financial institutions incurred in the ordinary course of businessbusiness with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and its Restricted Subsidiaries; (dxix) Indebtedness existing as of the date of this Agreement secured incurred by liens permitted by subsection (a) of Section 5.7non-Guarantor Restricted Subsidiaries in an amount not to exceed $20,000,000 at any one time outstanding; (exx) Liabilities Indebtedness incurred by joint ventures in an amount not to exceed $15,000,000 at any one time outstanding; (xxi) customer deposits and advance payments received in the ordinary course of business from customers for taxes, assessments, governmental charges, liens or claims described goods purchased in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12ordinary course of business; and (fxxii) Indebtedness of the Issuer or any Restricted Subsidiary that is a Guarantor in respect addition to that described in clauses (i) through (xxi) above, and any renewals, extensions, substitutions, refinancings, or replacements of final judgments for the payment of money not in excess of $10,000 in such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $200,000,000 at any time outstanding In the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this Section 1008, the Issuer, in its sole discretion, will on the date of incurrence divide and classify and/or at a later time re-divide and/or re-classify such item of Indebtedness (excluding sums covered by insuranceor any portion thereof) remaining unsatisfied in any manner that complies with this Section 1008; provided that all Indebtedness outstanding on the Effective Date under the Credit Agreement shall be deemed incurred under clause (i) of Section 1008(b) and in effect for any period of less than thirty (30not Section 1008(a) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewSection 1008(b)(iv) and may not later be reclassified.

Limitation on Indebtedness. Neither the Borrower nor The Borrowers shall not, and shall not cause or permit any of its Subsidiaries will Subsidiary to, directly or indirectly, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet)Indebtedness, except for:(each of which shall be given independent effect): (a) the Note and any other obligations owed to the Lender under this Agreement or otherwise;Obligations; 117 (b) Indebtedness of evidenced by the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoSenior Subordinated Notes; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course consisting of businessContingent Obligations permitted pursuant to Section 8.8; (d) Indebtedness existing as of on the date of this Agreement secured by liens permitted by subsection Effective Date which is Refinanced Indebtedness (a) of Section 5.7which Indebtedness may not be outstanding beyond the Effective Date); (e) Liabilities for taxesIndebtedness existing on the Effective Date which amount shall not exceed the Dollar Equivalent amount of U.S. $50,000,000 reduced by any Indebtedness incurred pursuant to subsection 8.5(n), assessmentsand any refinancing, governmental chargesrenewal or extension thereof by the applicable obligor that does not shorten the maturity or the average life to maturity thereof or increase the amount thereof (other than by the amount of fees and expenses (including prepayment premiums) related to such refinancing, liens renewal or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; andextension); (f) Indebtedness incurred in respect connection with Capital Leases to the extent permitted by subsection 8.1(a)(x) and Indebtedness incurred in connection with the acquisition, construction or improvement of final judgments for property to the payment of money extent permitted by subsection 8.l(a)(ix); (g) Intercompany Indebtedness to the extent permitted pursuant to Section 8.4; (h) unsecured Indebtedness in an aggregate principal amount not in excess of $10,000 to exceed in the aggregate at any time outstanding the Dollar Equivalent amount of U.S. $35,000,000; (excluding sums covered by insurancei) remaining unsatisfied and in effect for Contingent Obligations of any period of less than thirty (30) days or Company in respect of which recourse events in connection with any Permitted Receivables Transaction permitted pursuant to Section 8.5 (m); (j) Indebtedness subordinated on terms satisfactory to the Required Lenders not to exceed in the aggregate at any time outstanding the Dollar Equivalent amount of U.S. $150,000,000 so long as the Net Cash Proceeds therefrom are used to repay the Loans in accordance with subsection 2.9(d); (k) Indebtedness arising from honoring a stay check, draft or similar instrument against insufficient funds; provided, however, that such Indebtedness is extinguished within five Business Days of execution its incurrence; (l) Indebtedness of a Person assumed in connection with an Acquisition of such Person permitted by subsection 8.4(e); provided such Indebtedness was not incurred in connection with, or in contemplation of, such Acquisition; (m) Indebtedness of any Receivables Co. incurred in connection with a Permitted Receivables Transaction consisting of (i) Indebtedness in an aggregate amount at any time not to exceed the Dollar Equivalent amount of U.S. $120,000,000 and (ii) Indebtedness of any Company to any Receivables Co. in connection with any Permitted Receivables Transaction; provided, however, that in the case of clause (i) of this subsection, the Net Cash Proceeds therefrom shall be applied to repay the Loans as specified in subsection 2.9(f); and (n) unsecured Indebtedness of any Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed in the aggregate at any time outstanding the Dollar Equivalent amount of U.S. $25,000,000 118 If such Indebtedness is incurred to refinance Indebtedness denominated in a currency other than U.S. Dollars and such refinancing would cause a Dollar Equivalent restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar Equivalent restriction shall not be deemed to have been obtained pending an appeal or proceeding for reviewexceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, but the ability to make subsequent incurrences of Indebtedness subject to the applicable Dollar Equivalent restriction shall be determined as if the relevant currency exchange rate applied to any such previous refinancing was the rate in effect on the date of such refinancing.

Limitation on Indebtedness. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will Restricted Subsidiary to, create, incur, issue, assume, guarantee or becomeotherwise become liable, be contingently or remain liable in any manner in otherwise (collectively, “incur” and collectively, an “incurrence”), with respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations including Acquired Indebtedness) and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtednesswill not, obligations and liabilitieswill not permit any Restricted Subsidiary to, whether or issue any shares of Disqualified Stock. The foregoing limitations will not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forapply to: (a) (i) Indebtedness arising under the Note Credit Documents (including for the avoidance of doubt, any Incremental Loans and any other obligations owed Refinancing Loans) and (ii) (x) Indebtedness represented by the First Lien Facilities, Permitted First Lien Exchange Notes and any guarantee thereof (including, for the avoidance of doubt, the incurrence of Incremental Loans and Refinancing Loans which shall be included in such permitted Indebtedness represented by the First Lien Facilities) and (y) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1 (x)(a) of the First Lien Credit Agreement (as in effect on the date hereof), in each case, pursuant to the Lender under this definition of “Maximum Incremental Facilities Amount” in the First Lien Credit Agreement or otherwise(as in effect on the date hereof), in each case for clauses (ii)(x) and (ii)(y), not to exceed an amount equal to $660,000,000, plus an amount equal to the amount which could be incurred as Senior Obligations pursuant to clause (i) of such definition of “Maximum Incremental Facilities Amount” as in effect on the date hereof plus an amount that could be incurred as Senior Obligations pursuant to clause (iii) of such definition of “Maximum Incremental Facilities Amount” as in effect on the date hereof; subject, in each case for clauses (i) and (ii) hereof, to increase as permitted by the definition of Senior Priority Specified Modification in the Second Lien Intercreditor Agreement; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower existing as of or any Restricted Subsidiary to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness extent incurred in the ordinary course of business; (i) Indebtedness outstanding on the Closing Date and to the extent in excess of $9,000,000 individually and $15,000,000 in the aggregate, listed on Schedule 10.1 and (ii) intercompany Indebtedness outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary; (d) Indebtedness existing as (including Capitalized Lease Obligations), and any Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the date obligations of the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness and Disqualified Stock then outstanding and incurred or issued pursuant to this Agreement clause (d), does not exceed the greater of (x) $60,000,000 and (y) 42% of Consolidated EBITDA, for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance; provided, that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the Net Cash Proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by liens permitted by subsection (a) of Section 5.7a Lien on the assets subject to such Permitted Sale Leaseback; (e) Liabilities for taxesIndebtedness incurred by the Borrower or any Restricted Subsidiary (including letter of credit obligations and reimbursement obligations with respect to letters of credit issued in the ordinary course of business), assessmentsin respect of workers’ compensation claims, governmental chargesbid, liens appeal, performance or claims described in Section 5.12 hereof surety bonds, performance or completion guarantees, trade contracts, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance and similar obligations or other Indebtedness with respect to the extent that payment thereof is not required by such Section 5.12; andreimbursement or indemnification type obligations regarding workers’ compensation claims, bid, appeal, performance or surety bonds, performance or completion guarantees, trade contracts, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance and similar obligations; (f) Indebtedness constituting any part of any Permitted Reorganization or a Qualifying IPO; (g) Indebtedness of the Borrower owing, or Disqualified Stock of the Borrower issued, to Holdings or a Restricted Subsidiary; provided, that any Indebtedness owing to a Restricted Subsidiary that is not a Credit Party to a Credit Party must otherwise be (1) an Investment permitted hereunder (other than pursuant to clause (xi) of the definition of “Permitted Investment”) or (2) permitted by Section 10.5; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in respect any applicable Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of final judgments for any such Indebtedness or Disqualified Stock (except to Holdings, the payment Borrower or another Restricted Subsidiary or any pledge of money such Indebtedness constituting a Permitted Lien) shall be deemed, in each case to be an incurrence of such Indebtedness, or issuance of such Disqualified Stock, as applicable, not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered permitted by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.this clause;

Limitation on Indebtedness. Neither the Borrower No Credit Party will, nor will it permit any of its Restricted Subsidiaries will to, create, incur, assume, assume or become, be or remain liable in any manner in respect of, or allow permit to exist, exist any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) unsecured Indebtedness among the Credit Parties arising in the ordinary course of business and, if requested by the Borrower existing as of Administrative Agent, subordinated to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoObligations on terms and conditions reasonably acceptable to the Administrative Agent; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of businessarising under Hedging Contracts permitted under Section 7.03; (d) Indebtedness existing as Cash Management Obligations; provided that (i) the aggregate outstanding amount of all Cash Management Obligations does not exceed at any time the date lesser of this Agreement secured by liens (x) $25,000,000 and (y) the amount of Cash Management Obligations permitted by subsection under the Indenture, and (aii) of Section 5.7any and all documents, agreements and instruments creating any Cash Management Obligations shall be in form and substance satisfactory to the Administrative Agent; (e) Liabilities for taxes, assessments, governmental charges, liens Guarantees by any Credit Party or claims described in any Restricted Subsidiary of the Indebtedness permitted under paragraphs (g) and (h) of this Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and7.01; (f) Indebtedness of the Credit Parties incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in respect connection with the acquisition of final judgments any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this paragraph (g) shall not exceed $30,000,000 at any time outstanding; (g) Indebtedness of any Credit Party resulting from the issuance of Senior Notes and any Permitted Refinancing thereof; provided that at the time of and immediately after giving effect to each issuance of such Senior Notes or any Permitted Refinancing thereof, (x) no Default shall have occurred and be continuing and (y) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 and Section 7.12 as of the last day of the most recently ended fiscal quarter for which the financial statements and compliance certificate required under Section 6.01 have been delivered to the Administrative Agent and the Lenders as if such issuance (and any concurrent repayment of Indebtedness) had occurred on such day; and (h) miscellaneous items of unsecured Indebtedness of the Credit Parties not described in paragraphs (a) through (h), including obligations to pay the financing for the payment of money purchase price or deferred premiums with respect to certain Hedging Contracts permitted under Section 7.03(a)(ii), which do not in excess of $10,000 in the aggregate (taking into account all such Indebtedness of the Credit Parties) exceed $30,000,000 at any one time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewoutstanding.

Limitation on Indebtedness. Neither the Borrower No Credit Party will, nor will it permit any of its Restricted Subsidiaries will to, create, incur, assume, assume or become, be or remain liable in any manner in respect of, or allow permit to exist, exist any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) unsecured Indebtedness of among the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred Credit Parties arising in the ordinary course of business; (c) Indebtedness arising under Hedging Contracts permitted under Section 7.03; (d) unsecured Indebtedness existing as of any Credit Party that requires no payments of principal prior to the first anniversary of the date Maturity Date and is subordinated to the Obligations on terms approved by Administrative Agent and the Required Lenders, such approval shall not be unreasonably withheld, and including, without limitation, an indefinite standstill period for any payment default and a 180-day standstill period for any other defaults; provided that (i) Borrowers shall have notified the Administrative Agent, in writing, of this Agreement secured by liens permitted by subsection such Credit Party's intention to incur such Indebtedness (aincluding any increase in the principal amount of any such Indebtedness then outstanding, other than increases incurred as a result of the capitalization of accrued but unpaid interest or interest that is paid-in-kind) at least thirty (30) days prior to the incurrence of Section 5.7such Indebtedness and (ii) the Administrative Agent shall have notified such Credit Party of any Special Redetermination of the Borrowing Base that will become effective upon the incurrence of such Indebtedness; (e) Liabilities for taxesCash Management Obligations; provided that the aggregate outstanding amount of all Cash Management Obligations does not exceed $7,500,000 at any time and any and all documents, assessments, governmental charges, liens or claims described agreements and instruments evidencing any Cash Management Obligations shall be in Section 5.12 hereof form and substance reasonably satisfactory to the extent that payment thereof is not required by such Section 5.12; andAdministrative Agent; (f) Guarantees by any Credit Party or any Restricted Subsidiary of the Centrahoma Indebtedness; (g) Indebtedness of the Credit Parties under the Term Facility Documents in respect of final judgments for the payment of money an aggregate principal amount not in excess of exceeding $10,000 in the aggregate 275,000,000 at any one time outstanding outstanding; provided that (excluding sums covered by insurancei) remaining unsatisfied and Borrowers shall have notified the Administrative Agent, in effect for writing, of their intention to incur any period of less than such Indebtedness on or after the Effective Date at least thirty (30) days or in respect prior to the incurrence of which a stay of execution such Indebtedness and (ii) the Administrative Agent shall have been obtained pending an appeal notified such Credit Party of any Special Redetermination of the Borrowing Base that will become effective upon the incurrence of such Indebtedness; (h) Indebtedness of the Credit Parties incurred to finance the acquisition, construction or proceeding improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this paragraph (h) shall not exceed $25,000,000 at any time outstanding; (i) Centrahoma Indebtedness incurred by Centrahoma; and (j) miscellaneous items of unsecured Indebtedness of the Credit Parties not described in paragraph (a) through (i), including obligations to pay the financing for reviewthe purchase price or deferred premiums with respect to certain Hedge Contracts permitted under Section 7.03(b), which do not in the aggregate (taking into account all such Indebtedness of the Credit Parties) exceed the lesser of (i) ten percent (10%) of the Borrowing Base or (ii) $15,000,000 at any one time outstanding.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to -------------------------- exist (in each case, or becometo "Incur") any Indebtedness, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Loan Party pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoany Loan Party to any other Loan Party; (c) Indebtedness representing trade debtsecured by Liens permitted by Section 8.3(g), wages8.3(k) and Capital Lease Obligations; (d) Indebtedness outstanding on the date hereof and listed on Schedule 8.2(d) and any refinancings, employee benefitsrefundings, advance payments renewals or extensions thereof (without any increase in the principal amount thereof); (i) Guaranties not prohibited by Section 8.7 hereof and (ii) Guaranties made in the ordinary course of business by the Borrower or any Loan Party of obligations of any other Loan Party; (f) other Indebtedness not otherwise prohibited by the terms of the proviso set forth at the end of this Section 8.2; (g) Capitalized Leases; (h) any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, any Indebtedness otherwise permitted hereunder; provided that the terms (including, without limitation, principal -------- amount, interest rate, limitations on sales contracts liens, if any, guaranties, if any, collateral, if any, and subordination terms, if any, but excluding interest rates and fees to the extent that such interest rates and fees are deemed by Administrative Agent, in its reasonable discretion, to be "market" rates and fees at the time of such extension, refunding or refinancing) taken as a whole of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable to the Loan Parties, as determined by the Administrative Agent in its reasonable discretion, than the terms governing the Indebtedness so extended, refunded or refinanced (provided that no unsecured indebtedness shall -------- be refunded or refinanced by secured indebtedness); (i) Indebtedness of any Person that becomes a Subsidiary of the Borrower and Indebtedness Incurred by any Loan Party in connection with any Permitted Acquisition after the date hereof in accordance with the terms hereof that is existing at the time such Person becomes a Subsidiary of the Borrower (other than indebtedness incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower); (j) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (fk) Indebtedness in respect of final judgments for relating to the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.Subordinated Notes;

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as definition of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoIndebtedness and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) (i) Indebtedness existing as of to ASD Specialty Healthcare, Inc. not to exceed $20,000,000 in the date of this Agreement aggregate at any time outstanding secured solely by liens Liens permitted by subsection Section 5.1(h) and (aii) other Indebtedness not to exceed $20,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured solely by Liens permitted by Section 5.75.1(h) and Permitted Refinancings thereof; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described unsecured intercompany Indebtedness permitted pursuant to Section 5.4(b); (f) the AmerisourceBergen Indebtedness; (g) the AHF Earnout in Section 5.12 hereof an aggregate amount not to exceed $2,000,000; (h) the extent that payment thereof is MedPro Earnout in an aggregate amount not required by such Section 5.12to exceed $11,500,000; and (fi) the BioRx Earnout in an aggregate amount due in cash not to exceed $2,000,000; (j) unsecured Indebtedness in of the Borrower or any of its Subsidiaries consisting of Contingent Acquisition Consideration; provided that the maximum aggregate amount payable with respect of final judgments for the payment of money to all such Contingent Acquisition Consideration does not in excess of exceed $10,000 12,500,000 in the aggregate at any time outstanding (excluding sums covered by insuranceassuming the remaining maximum performance standards related thereto are satisfied, except to the extent all or any portion thereof becomes a fixed, matured or earned amount, in which case such amount shall be deemed the actual amount of such Contingent Acquisition Consideration); (k) remaining unsatisfied and in effect for any period of less than thirty (30) days or Indebtedness incurred in respect of which a stay credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including “procurement cards” or “P-cards”) and cash management services; and (l) other unsecured Indebtedness owing to Persons that are not Affiliates of execution shall have been obtained pending an appeal or proceeding for reviewthe Credit Parties not exceeding $2,000,000 in the aggregate at any time outstanding.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer -------------------------- to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Loan Party pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) Indebtedness of the Borrower existing as Company to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoCompany or any other Subsidiary; (c) Indebtedness representing trade debtsecured by Liens permitted by Section 8.3(g) in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (i) Capital Lease Obligations with respect to the land and building in ▇▇▇▇▇▇, wagesItaly currently owned by an affiliate of Fiat S.p.A. in an aggregate principal amount not to exceed $21,000,000 at any one time outstanding, employee benefits(ii) Capital Lease Obligations (if any) with respect to the GE Sale-Leaseback, advance payments (iii) Capital Lease Obligations of GNB and its Subsidiaries outstanding on sales contracts the Restatement Effective Date in an aggregate principal amount not exceeding $6,000,000, (iv) Capital Lease Obligations permitted by Section 8.11 and (v) other indebtedness Capital Lease Obligations in an aggregate principal amount (in the case of this clause (v) only) not to exceed $10,000,000 at any one time outstanding; (e) Indebtedness outstanding on the date hereof and listed on Schedule 8.2(e) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof) which are not otherwise prohibited under this Agreement and which do not have the effect of reducing the collateral security and credit support provided on account of amounts owing under any Facility hereunder; (f) Indebtedness which may be deemed to exist pursuant to the Domestic Receivables Facility, so long as the Domestic Receivables Facility Attributed Indebtedness at no time exceeds the Domestic Receivables Maximum Commitment Amount as then in effect; (g) Acquired Indebtedness may be assumed or continued by a Subsidiary of the Company acquired pursuant to, or created to effect, a Permitted Acquisition, so long as the aggregate principal amount of all such Acquired Indebtedness incurred or assumed during the term of this Agreement does not exceed $30,000,000 (without regard to the amount of any Acquired Indebtedness in connection with any of the Permitted Acquisitions set forth on Schedule 1.1E); (h) intercompany Indebtedness among the Company and its Subsidiaries to the extent permitted by Sections 8.8(e) through (i); (i) Indebtedness of any Wholly Owned Subsidiary to the Company or to a Wholly Owned Subsidiary Guarantor constituting the purchase price in respect of intercompany transfers of goods made in the ordinary course of businessbusiness to the extent not constituting Indebtedness for borrowed money; (dj) Indebtedness existing of EHE and/or its Subsidiaries which may be deemed to exist pursuant to the European Receivables Facility, so long as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7European Receivables Facility Attributed Indebtedness at no time exceeds the European Receivables Maximum Commitment Amount as then in effect; (ek) Liabilities for taxes, assessments, governmental charges, liens guarantees made in the ordinary course of business by the Company or claims described in Section 5.12 hereof to any of its Subsidiaries of obligations of the extent that payment thereof is not required by such Section 5.12; andCompany or any Wholly Owned Subsidiary Guarantor; (fl) Indebtedness of the Company evidenced by the increase in respect the principal amount of final judgments the Convertible Notes in connection with the accretion thereof; (m) short-term Indebtedness of Foreign Subsidiaries incurred for working capital purposes in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding; (n) Guarantee Obligations of Subsidiaries of the Company incorporated in Germany provided to German banking institutions in connection with the financing of supplies purchased by any of such Subsidiaries from German suppliers; provided that (i) no such Guarantee Obligation shall have a term -------- exceeding 90 days, (ii) such Guarantee Obligations shall be unsecured and (iii) the aggregate principal amount of Guarantee Obligations which may be incurred in reliance on this paragraph (n) shall not exceed $15,000,000 at any one time outstanding; (o) additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for the payment of money Company and all Subsidiaries) not in excess of to exceed $10,000 in the aggregate 5,000,000 at any one time outstanding outstanding; (excluding sums covered by insurancep) remaining unsatisfied and unsecured Indebtedness of any Foreign Subsidiary in effect an aggregate principal amount (for all Foreign Subsidiaries) not to exceed $50,000,000 at any period of less than thirty (30) days or one time outstanding; provided, that the Net Cash Proceeds -------- thereof are applied in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewaccordance with Section 3.5(a).

Limitation on Indebtedness. Neither the Borrower nor Company will not, and will not -------------------------- permit any of its Subsidiaries will createSubsidiary to, incur, create, contract, assume, have outstanding, guarantee or otherwise be or become, be directly or remain indirectly, liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet)Indebtedness, except for: (i) Indebtedness arising out of this Loan Agreement, (ii) the Subordinated Indebtedness; provided that (a) the Note and any other obligations owed to principal amount of the Lender under this Agreement or otherwise; Subordinated Indebtedness shall not exceed $125,000,000, (b) the interest rate payable on the Subordinated Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; shall not exceed nine and one-fourth percent (9 1/4%) per annum, and (c) the maturity date of the Subordinated Indebtedness representing trade debtshall not be sooner than April 1, wages2007, employee benefits(iii) Indebtedness, advance payments on sales contracts excluding Permitted Margin Debt, secured by the Permitted Liens, (iv) Permitted Margin Debt, (v) current liabilities for taxes and other indebtedness assessments incurred in the ordinary course of business; business and other liabilities incurred in the ordinary course of business which are currently being contested in good faith and adequate reserves therefor are being maintained according to Generally Accepted Accounting Principles, (dvi) current amounts payable or accrued of other claims (other than for borrowed funds or purchase money obligations) incurred in the ordinary course of business provided that all such liabilities, accounts and -------- claims shall be promptly paid and discharged when due or in conformity with customary trade terms, unless such liabilities are currently being contested in good faith and adequate reserves therefor are being maintained according to Generally Accepted Accounting Principles, (vii) Indebtedness existing of Company and the Subsidiaries not otherwise included in the preceding subclauses of this Section 9.01 that is reflected in the audited consolidated financial statement of Company and the Subsidiaries as of the date of this Agreement secured by liens permitted by subsection December 31, 1996, (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (fviii) Indebtedness in respect evidenced by or created under the Lease Agreements, (ix) Indebtedness under any Hedge Agreements that are permitted according to Section 9.18 hereof, (x) Indebtedness evidenced by any Interest Swap Agreement, provided such agreement is entered into for business purposes respecting any then existing Indebtedness of final judgments for Company, and (xi) such other Indebtedness of Company and the payment of money not in excess of $10,000 Subsidiaries (in the aggregate aggregate) not exceeding $5,000,000 at any one time outstanding (excluding sums covered by insurance) remaining unsatisfied outstanding, exclusive of any Indebtedness between Company and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewthe Subsidiaries.

Limitation on Indebtedness. Neither the Borrower nor The Company shall not, and shall not suffer or permit any of its Subsidiaries will Subsidiary to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 7.08; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 7.05; (d) Indebtedness existing as of the date of this Agreement secured by liens Liens permitted by subsection 7.01(i), (aj), (k), (m) of Section 5.7and (n); (e) Liabilities for taxesIndebtedness incurred in connection with leases permitted pursuant to Section 7.09; (f) extensions, assessmentsrenewals or refinancings of Indebtedness permitted under this Section 7.05, governmental chargesso long as (i) such Indebtedness (the "Refinancing Indebtedness") is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being extended, liens renewed or claims described refinanced plus the amount of any premiums required to be paid therefor and fees and expenses associated therewith, (ii) such Refinancing Indebtedness has a later or equal final maturity and a longer or equal weighted average life as the Indebtedness being extended, refinanced or renewed, (iii) the interest rate applicable to such Refinancing Indebtedness shall be a market rate (as determined in Section 5.12 hereof good faith by the board of directors of the Company or the relevant Subsidiary, as the case may be) as of the time of such extension, renewal or refinancing, (iv) if the Indebtedness being extended, renewed or refinanced is subordinated to the Obligations, such Refinancing Indebtedness is subordinated to the Obligations to the same extent as the Indebtedness being extended, renewed or refinanced and (v) at the time of and after giving effect to such extension, renewal or refinancing, no Default or Event of Default shall exist; (g) Indebtedness incurred by the Company or any Subsidiary as consideration given for an Acquisition permitted hereunder (i) in an aggregate principal amount at any time outstanding not to exceed $10,000,000 plus (ii) any additional Indebtedness that payment thereof is not required subordinated to the Obligations pursuant to a subordination agreement in substantially the form of Exhibit G (a "Subordination Agreement"), with such changes as the Agent or the Majority Banks may reasonably request or desire; (h) Indebtedness incurred by such Section 5.12the Company or any Subsidiary pursuant to Permitted Receivables Purchase Facilities permitted hereunder; and (fi) other unsecured Indebtedness in respect of final judgments for the payment of money an aggregate principal amount outstanding not in excess of exceeding $10,000 in the aggregate 10,000,000 at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewtime.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assume, assume or become, be or remain liable in suffer to exist any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet)Indebtedness, except for:(if after giving effect to the incurrence thereof no Event of Default shall be in existence): (a) Indebtedness of the Note Borrowers and any the other obligations owed to the Lender Loan Parties under this Agreement or otherwiseand the other Loan Documents; (b) purchase money Indebtedness of the Borrower existing as Parent and any of its Subsidiaries (including Capital Leases) to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoextent permitted under Section 7.03(f); (c) Indebtedness representing trade debtoutstanding on the date hereof and listed on Schedule 7.02(c) and any refinancing, wagesrefunding, employee benefitsrenewal or extension thereof, advance payments on sales contracts provided that (i) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and other indebtedness incurred in (ii) the ordinary course of businessdirect and contingent obligors with respect to such Indebtedness are not changed; (d) Indebtedness existing as of (i) the Parent to any Subsidiary of the date Parent which is a party to a Subsidiaries Guarantee or in respect of this Agreement secured by liens permitted by subsection (a) which the requirements of Section 5.76.10 have been complied with and (ii) any Subsidiary to the Parent or any other Subsidiary; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described Indebtedness in Section 5.12 hereof respect of Hedge Agreements; (f) unsecured Indebtedness payable to the extent sellers of the Capital Stock or assets acquired pursuant to Future Acquisitions; (g) Indebtedness of the Target and its Subsidiaries outstanding on the Tender Closing Date; (h) Indebtedness outstanding under the Existing Credit Agreement as of the Effective Date, provided, that payment thereof is such Indebtedness shall not required by such Section 5.12be permitted hereunder from and after the Initial Revolving Credit Funding Date; (i) Subordinated Indebtedness; and (fj) additional Indebtedness in respect of final judgments for the payment Parent or its Subsidiaries not contemplated by clauses (a) through (i) above, provided that the amount of money Indebtedness incurred and remaining outstanding pursuant to this clause (i) shall not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewexceed $10,000,000.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations (to the Borrower existing as of extent the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretosame constitute Indebtedness) permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing as not to exceed an aggregate principal amount at any time outstanding of the date greater of this Agreement (i) 3.0% of Total Assets and (ii) $25,000,000, consisting of Capital Lease Obligations or secured by liens Liens permitted by subsection (aSection 5.1(h) of Section 5.7and Permitted Refinancings thereof; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in unsecured intercompany Indebtedness permitted pursuant to Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and5.4(b); (f) Indebtedness (i) existing on the Closing Date under the Indenture Documents in an original aggregate principal amount not to exceed $320,000,000, (ii) consisting of Notes Pari Passu Lien Obligations to the extent permitted to be incurred after the Closing Date pursuant to the Indenture Documents in effect as of the Closing Date and (iii) incurred in connection with any financing from any lender in respect of final judgments for the payment Notes Pari Passu Lien Obligations under Section 364 of money the Bankruptcy Code to the extent permitted pursuant to the Intercreditor Agreement, and, in the case of clauses (i) and (ii), Permitted Refinancings thereof in accordance with the Intercreditor Agreement; (g) Indebtedness under the Factoring Facility Documents and Permitted Refinancings thereof; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; provided that upon the incurrence of Indebtedness with respect to any such reimbursement obligations, such obligations are reimbursed not later than thirty (30) days following such incurrence; (i) Indebtedness of a Subsidiary of a Credit Party acquired pursuant to a Permitted Acquisition (or Indebtedness of a Target assumed at the time of a Permitted Acquisition of such Target); provided that (i) such Indebtedness was not incurred in excess connection with, or in anticipation or contemplation of, such Permitted Acquisition and (ii) the aggregate principal amount of all Indebtedness permitted by this Section 5.5(i) shall not at any time outstanding exceed $10,000 5,000,000; (j) Indebtedness incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed $3,000,000 in the aggregate at any time outstanding; (k) Indebtedness arising from the honoring by a bank or other depository institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence; (l) Indebtedness consisting of the financing of insurance premiums in the Ordinary Course of Business; provided that the aggregate principal amount thereof does not exceed the annual premium amount and shall be secured only by Liens permitted under Section 5.1(x); (m) Indebtedness of Foreign Subsidiaries (other than Real Alloy Germany) of Credit Parties that are not Credit Parties in an aggregate amount not to exceed $11,000,000 at any time outstanding and Permitted Refinancings thereof (excluding sums covered by insurancecollectively, “Specified Foreign Subsidiary Indebtedness”); and (n) remaining unsatisfied other unsecured Indebtedness owing to Persons that are not Affiliates of the Credit Parties in an aggregate principal amount not to exceed the greater of (i) 1.0% of Total Assets and (ii) $10,000,000, in effect for each case at any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewtime outstanding.

Limitation on Indebtedness. Neither the Borrower nor (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries will createto, incurdirectly or indirectly, assumeincur any Indebtedness; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness if on the date of such incurrence and after giving Pro Forma Effect to the incurrence of such Indebtedness and to any Specified Transaction to be consummated in connection therewith, for the most recent Test Period, either (A) the Fixed Charge Coverage Ratio is no lower than (i) 2.00:1.00, or become(ii) in the case of Indebtedness incurred in connection with Permitted Acquisitions or similar Permitted Investments (other than those described in clause (32) of the definition of “Permitted Investments”), be the Fixed Charge Coverage Ratio immediately prior to the incurrence of such Indebtedness and the consummation of such Acquisition or remain liable in any manner in respect ofother Permitted Investment, or allow to exist(B) the Total Leverage Ratio is no greater than (i) 4.40:1.00, any or (ii) in the case of Indebtedness incurred in connection with Permitted Acquisitions or similar Permitted Investments (which term shall include: all indebtedness, obligations and liabilities which other than those described in accordance with generally accepted accounting principles would be reflected on the balance sheet clause (32) of the Borrower as a liabilitydefinition of “Permitted Investments”), the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and the consummation of such Acquisition or other Permitted Investment (recomputed for the foregoing clauses (A) and (B) for the applicable Test Period); provided that the aggregate principal amount of all indebtednessIndebtedness incurred and outstanding under this Section 4.09(a) of Non-Guarantor Subsidiaries, obligations when aggregated with the aggregate principal amount of all other Indebtedness incurred by Non-Guarantor Subsidiaries then outstanding pursuant to Section 4.09(b)(1), after giving Pro Forma Effect to such incurrence and liabilitiesother transactions and the use of the proceeds thereof, whether or shall not assumed by Borrower exceed the greater of (x) $185.0 million and (y) 45.0% of Consolidated EBITDA for the most recent Test Period. (b) Section 4.09(a) shall not prohibit the incurrence of the following Indebtedness: (1) Indebtedness of the Company or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by Restricted Subsidiary incurred under a Credit Facility (including the Borrower or any Subsidiary; and all amounts representing rental payments whichSenior Credit Facility), in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: an aggregate amount at any time outstanding up to (a) the Note sum of (x) $1,600.0 million and any other obligations owed (y) the greater of (A) $410.0 million and (B) 100% of Consolidated EBITDA for the most recent Test Period plus (b) an unlimited amount if, after giving Pro Forma Effect to the Lender incurrence of such Indebtedness and to any Specified Transaction to be consummated in connection therewith, for the most recent Test Period, (x) in the case of Indebtedness that is secured by a lien on the Collateral that is pari passu with the liens securing the Notes, the First Lien Leverage Ratio is no greater than (i) 3.90:1.00, or (ii) in the case of Indebtedness incurred in connection with Permitted Acquisitions or similar Permitted Investments (other than those described in clause (32) of the definition of “Permitted Investments”), the First Lien Leverage Ratio immediately prior to the incurrence of such Indebtedness and the consummation of such Acquisition or other Permitted Investment and (y) in the case of Indebtedness that is secured by a Lien on the Collateral that is junior to the liens securing the Notes, the Secured Leverage Ratio is no greater than (i) 4.15:1.00, or (ii) in the case of Indebtedness incurred in connection with Permitted Acquisitions or similar Permitted Investments (other than those described in clause (32) of the definition of “Permitted Investments”), the Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and the consummation of such Acquisition or other Permitted Investment (recomputed for the foregoing clauses (b)(x) and (b)(y) for the applicable Test Period); provided that the aggregate principal amount of all Indebtedness incurred and outstanding under this Agreement or otherwiseclause (1) of Non-Guarantor Subsidiaries, when aggregated with the aggregate principal amount of all other Indebtedness incurred by Non-Guarantor Subsidiaries then outstanding pursuant to Section 4.09(a), after giving Pro Forma Effect to such incurrence and other transactions and the use of the proceeds thereof, shall not exceed the greater of (x) $185.0 million and (y) 45.0% of Consolidated EBITDA for the most recent Test Period; (b2) Indebtedness represented by the Notes (including any related Subsidiary Guarantee) other than any Additional Notes; (3) Indebtedness of the Borrower existing as of Company and its Restricted Subsidiaries in existence on the date Issue Date or the Effective Date (other than Indebtedness described in clauses (1), (2) and (31) of this Agreement which is specifically disclosed Section 4.09(b)) and any Permitted Refinancing Indebtedness in Schedule 5.5 attached heretorespect thereof; (c4) Guarantees by the Company or its Restricted Subsidiaries of in respect of Indebtedness of the Company or any Restricted Subsidiary otherwise permitted in accordance with the provisions of this Indenture; (5) Indebtedness representing trade debtowed to the Company or any Restricted Subsidiary; provided that any such Indebtedness owed to a Non-Guarantor Subsidiary is subordinated in right of payment to the Notes; provided, wagesfurther, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an incurrence of such Indebtedness; (6) unsecured intercompany Indebtedness permitted pursuant to clause (1) of the definition of “Permitted Investments”; (7) obligations under Rate Contracts entered into for bona fide hedging purposes and not for speculation; (8) (i) Capital Lease Obligations, purchase money obligations, mortgage financings or other obligations financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Company or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset, (ii) Indebtedness (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance the acquisition, construction, replacement, repair or improvement of fixed or capital assets, subject to compliance with Section 4.12 and (iii) any Permitted Refinancing Indebtedness in respect of the foregoing; provided that the aggregate principal amount of all such Indebtedness at any time outstanding pursuant to this Section 4.09(b)(8) shall not exceed the greater of $125.0 million and 30.0% of Consolidated EBITDA for the most recent Test Period; (9) obligations in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (10) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent earn-out obligations or similar obligations (including earn-outs), in each case entered into in connection with the Transactions, Permitted Acquisitions, other Investments and the disposition of any business, assets or Capital Stock permitted under this Indenture, other than guarantee obligations incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition, but including in connection with guarantee obligations, letters of credit, surety bonds on performance bonds securing the performance of the Company or any such Restricted Subsidiary pursuant to such agreements; (11) Indebtedness in respect of overdraft facilities, employee benefitscredit card programs, advance payments on sales contracts netting services, automatic clearinghouse arrangements and other indebtedness incurred cash management and similar arrangements in the ordinary course of business; (d12) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7incurred in connection with any Sale Leaseback and any Permitted Refinancing Indebtedness in respect thereof; (e13) Liabilities for taxesIndebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) obligations to pay insurance premiums (including the financing of insurance premiums) or (ii) take or pay obligations contained in supply agreements, assessments, governmental charges, liens or claims described in Section 5.12 hereof each case arising in the ordinary course of business; (14) Indebtedness representing (i) deferred compensation to employees of the Company and its Subsidiaries incurred in the ordinary course of business and (ii) deferred compensation incurred directly in connection with any Investment permitted under this Indenture; (15) Indebtedness to the extent that payment the net proceeds thereof is not required by such Section 5.12; andare deposited to defease or to satisfy and discharge the Notes; (f16) Indebtedness in respect of final judgments letters of credit in the aggregate principal amount at any time outstanding not exceeding the greater of (x) $80.0 million and (y) 20.0% of Consolidated EBITDA for the payment most recent Test Period and any Permitted Refinancing Indebtedness in respect thereof; (17) Indebtedness of money Non-Guarantor Subsidiaries not to exceed an amount at any time outstanding equal to the greater of (x) $205.0 million and (y) 50.0% of Consolidated EBITDA for the most recent Test Period; (18) Indebtedness consisting of promissory notes or similar instruments issued by the Company or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Capital Stock of the Company or any direct or indirect parent of the Company permitted by Section 4.07(b)(6); (19) Indebtedness incurred in excess the ordinary course of business in respect of obligations of the Company or any of its Restricted Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (20) Indebtedness of the Company and its Restricted Subsidiaries in respect of Indebtedness of joint ventures or partnerships of the Company or any Restricted Subsidiary in an aggregate amount at any time outstanding not exceeding the greater of (x) $10,000 120.0 million and (y) 30.0% of Consolidated EBITDA for the most recent Test Period; (21) Indebtedness under a Permitted Receivables Financing or Supply Chain Financing; (22) Indebtedness of the Company and its Restricted Subsidiaries not exceeding in the aggregate at any time outstanding the greater of (excluding sums covered x) $205.0 million and (y) 50.0% of Consolidated EBITDA for the most recent Test Period; (23) endorsements for collection or deposit in the ordinary course of business; (24) [reserved]; (25) [reserved]; (26) obligations arising under indemnity agreements to title insurers to cause such title insurers to issue title insurance policies in favor of the Collateral Agent; (27) obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions and other similar Investments permitted under this Indenture and (ii) purchasers in connection with dispositions made in compliance with Section 4.10(a); (28) (i) obligations in respect of performance and completion guarantees or customs, stay, performance, surety, statutory and appeal bonds and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations and (ii) obligations, contingent or otherwise, of the Company or any of its Subsidiaries in the form of performance guarantees and warranties offered to their customers in the ordinary course of business; (29) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by insurance) remaining unsatisfied and a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Company or such Restricted Subsidiary in effect for any period the ordinary course of less than thirty business against insufficient funds so long as such Indebtedness is promptly repaid; (30) days Indebtedness of the Company or any of its Restricted Subsidiaries acquired or assumed as the result of a Permitted Acquisition or similar Permitted Investment (other than those described in clause (32) of the definition of “Permitted Investments”) and Permitted Refinancing Indebtedness in respect thereof; provided that: (a) any such acquired or assumed Indebtedness existed at the time such Permitted Acquisition or similar Investment was consummated and was not incurred in connection with, as a result of, or in contemplation of such Permitted Acquisition or similar Investment; (b) immediately before and after giving Pro Forma Effect to thereto, no Event of Default under Section 6.01(a)(1), (2), (8) or (9) shall have occurred and be continuing; (c) immediately after giving Pro Forma Effect to the incurrence of such Indebtedness, to such acquisition and to any Specified Transaction to be consummated in connection therewith, for the most recent Test Period, the Total Leverage Ratio is not greater than 5.30:1.00; and (d) such acquired or assumed Indebtedness is not guaranteed in any respect by the Company or any Restricted Subsidiary (other than any such Person that is acquired in, or is the survivor of a merger constituting, such Permitted Acquisition or similar Investment or any of its Subsidiaries); (31) Indebtedness of the Company under the Specified Guarantee; and (32) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (31) above. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 4.09: (1) (A) Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness (and for avoidance of doubt, may be incurred in part under Section 4.09(a) and in part under one or more of clauses (1) through (32) of Section 4.09(b)) and (B) if an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (1) through (32) of Section 4.09(b) or Section 4.09(a), the Company may, in its sole discretion, classify and reclassify or later divide, classify, or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that, notwithstanding the foregoing, (x) all Indebtedness outstanding under the Senior Credit Facility on the Effective Date, (y) all revolving Indebtedness incurred from time to time under the Senior Credit Facility in respect of which commitments outstanding thereunder on the Effective Date and (z) any Indebtedness that refinances any Indebtedness referred to in foregoing clauses (x) and (y), in each case, will be treated as incurred on the Effective Date under Section 4.09(b)(1)(a)(x) and may not be so divided or reclassified; provided, further, that, notwithstanding the foregoing, Indebtedness in respect of the Specified Guarantee will be treated as incurred on the Issue Date under Section 4.09(b)(31) and may not be so divided or reclassified; (2) the principal amount of any Disqualified Stock of the Company or a stay Restricted Subsidiary will be deemed to be equal to the greater of execution shall have been obtained pending an appeal the maximum mandatory redemption or proceeding for reviewrepurchase price (not including, in either case, any redemption or repurchase premium) and the liquidation preference thereof, exclusive of any accrued dividends; and (3) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, ac

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Loan Party pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) Indebtedness of the Parent Borrower existing as to any Subsidiary and of any Wholly-Owned Subsidiary Guarantor to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoParent Borrower or any other Subsidiary; (c) Indebtedness representing trade debtsecured by Liens permitted by Section 7.3(g); provided that the Parent Borrower shall be in compliance, wageson a pro forma basis after giving effect to the incurrence of such Indebtedness, employee benefitswith the financial covenants contained in Section 7.1 recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of each relevant period for testing such compliance; (d) Capital Lease Obligations in an aggregate principal amount not to exceed $40,000,000 at any one time outstanding; (e) Indebtedness outstanding on the Closing Date and listed on Schedule 7.2(e) and any refinancings, advance payments on sales contracts and other indebtedness incurred refundings, renewals or extensions thereof (without any increase in the principal amount thereof); (f) guarantees made in the ordinary course of businessbusiness by the Parent Borrower or any of its Subsidiaries of obligations of any Wholly-Owned Subsidiary Guarantor; (dg) Indebtedness existing as of the date Parent Borrower or its Subsidiaries on account of this Agreement secured by liens permitted by subsection (a) of Section 5.7industrial revenue bonds in an aggregate principal amount not to exceed $40,000,000 at any one time outstanding; (eh) Liabilities for taxes, assessments, governmental charges, liens guarantees made in the ordinary course of business by the Parent Borrower or claims described any of its Subsidiaries of lease obligations of their customers in Section 5.12 hereof respect of equipment sold by the Parent Borrower or any of its Subsidiaries to the extent that payment thereof is a third party and then leased to such customer in an aggregate amount outstanding at any time not required by such Section 5.12; andto exceed $30,000,000; (fi) Indebtedness in respect of final judgments for the payment letters of money credit (not in excess of $10,000 otherwise permitted under this Section 7.2) outstanding in the ordinary course of business in an aggregate face amount not to exceed $50,000,000; (j) Indebtedness of (i) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (ii) any Subsidiary Guarantor to any Subsidiary that is not a Loan Party; (k) Indebtedness of any Foreign Subsidiary or Foreign Subsidiary Holdco to the Parent Borrower or any other Subsidiary (so long as no Default or Event of Default shall have occurred and be continuing at the time of the incurrence of such Indebtedness), provided that (x) the requirements of Section 6.9 are satisfied and (y) the aggregate principal amount of such Indebtedness at any time outstanding shall not exceed the greater of $100,000,000 or 10% of the Consolidated Total Tangible Assets (excluding sums covered measured on the date of incurrence of the most recent of such Indebtedness), and provided, further, that any Indebtedness permitted by insurancethis Section 7.2(k) remaining unsatisfied shall be evidenced by a note or similar instrument and pledged in accordance with Section 6.9 and the Guarantee and Collateral Agreement; (i) Permitted Unsecured Indebtedness; provided that (x) at the time of, and after giving effect to, the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing and (y) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenants contained in Section 7.1(a) and (b), in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period and (ii) any period of less than thirty (30) days or guarantee by any Subsidiary in respect of any Permitted Unsecured Indebtedness; provided that (x) no Subsidiary that is not a Loan Party shall guarantee any Permitted Unsecured Indebtedness and (y) any such guarantee in respect of Permitted Unsecured Indebtedness shall be unsecured; (m) Indebtedness incurred in connection with or in substitution or replacement of a Receivables Transfer Program in an aggregate principal amount not to exceed $100,000,000; (i) Permitted Subordinated Indebtedness; provided that the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenant contained in Section 7.1(b), recomputed on a pro forma basis as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period and (ii) any guarantee by any Subsidiary in respect of any Permitted Subordinated Indebtedness; provided that (x) no Subsidiary that is not a stay Loan Party shall guarantee any Permitted Subordinated Indebtedness and (y) any such guarantee shall be subordinated to the prior payment in full of execution shall have been obtained pending the Obligations on the same basis as the related Permitted Subordinated Indebtedness; and (o) unsecured Indebtedness not otherwise permitted by this Section 7.2 in an appeal or proceeding for reviewaggregate principal amount not to exceed $50,000,000.

Limitation on Indebtedness. Neither the Borrower nor Borrowers shall not, and shall not suffer or permit any of its their Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: Indebtedness incurred pursuant to this Agreement; Indebtedness existing on the Closing Date, as set forth in Schedule 7.5, as the same may be extended, renewed, refunded or refinanced; provided, however, that after giving effect to such extension, renewal, refunding or refinancing, (which term shall include: all indebtednessi) the principal amount thereof is not increased, obligations and (ii) neither the tenor nor the remaining average life thereof is reduced; endorsements for collection or deposit in the Ordinary Course of Business; accounts payable to trade creditors for goods and services and current operating liabilities which (not the result of the borrowing of money) incurred in the Ordinary Course of Business of Borrowers and their Subsidiaries in accordance with generally accepted accounting principles would be reflected on customary terms and paid within the balance sheet of the Borrower as a liability; all indebtednessspecified time, obligations unless contested in good faith by appropriate proceedings and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, reserved for in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheetGAAP; Indebtedness secured by Liens permitted by subsections 7.1(d), except for: (e), (f), (h), (i), (j) and (l); Indebtedness incurred in connection with leases permitted pursuant to Section 7.7; Indebtedness of any Borrower to any of its Wholly-Owned Subsidiaries or of any Subsidiary of any Borrower to any Borrower; provided that (a) the Note all such intercompany Indebtedness shall be evidenced by promissory notes which are pledged to Collateral Agent and (b) all such intercompany Indebtedness owed by any other obligations owed Borrower to any of its Subsidiaries shall be subordinated in right of payment to the Lender under payment in full of the Obligations; Additional Debt; Anschutz Sub Debt; Indebtedness incurred in connection with the Restructured Term Credit Agreement not exceeding $252,069,405.42 in aggregate principal amount; Contingent Obligations comprised of endorsements for collection or deposit in the Ordinary Course of Business and accounts payable to suppliers incurred in the Ordinary Course of Business and paid in the Ordinary Course of Business; Contingent Obligations incurred in connection with various employee benefit plans or collective bargaining agreements to the extent not otherwise prohibited and subject to any restrictions in this Agreement or otherwise; (b) any other Loan Document; Indebtedness arising under transactions contemplated by Sections 7.4 and 7.6; and Indebtedness of any Person that becomes a Subsidiary after the Borrower existing as of Confirmation Date in accordance with the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of business; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) terms of Section 5.7; 7.4 which Indebtedness is existing at the time such Person becomes a Subsidiary (e) Liabilities for taxes, assessments, governmental charges, liens other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary of a Borrower or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect a Subsidiary of final judgments for the payment any Subsidiary of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewBorrower).

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or permit to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Borrower or any Subsidiary Guarantor pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) to the extent permitted by Section 6.07(c), Indebtedness of the Company to any Subsidiary, and of any Subsidiary to the Company or any other Subsidiary; provided that all such Indebtedness of any Borrower existing as of or any Subsidiary Guarantor owed to a Person that is not a Borrower or a Subsidiary Guarantor shall be subject to and evidenced by the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoSubordinated Intercompany Note; (c) Indebtedness representing trade debt(including, wageswithout limitation, employee benefitsAttributable Debt arising from Permitted Sale-Leaseback Transactions and Capital Lease Obligations) secured by Liens permitted by Sections 6.02(g) and (q); provided, advance payments that the aggregate amount of all such Indebtedness, together with the aggregate principal amount of all Indebtedness incurred pursuant to Sections 6.01(g), 6.01(h) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (d) Indebtedness outstanding on sales contracts the date hereof and listed on Schedule 6.01(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the Weighted Average Life to Maturity thereof); (e) to the extent permitted by Section 6.07(c), Guarantee Obligations made in the ordinary course of business by the Company or any of its Subsidiaries of obligations of the Company or any Subsidiary of the Company; (f) unsecured senior and/or senior subordinated Indebtedness of the Company (other than Permitted Seller Debt) and the unsecured senior and/or senior subordinated guarantee by any Subsidiary Guarantor hereunder of the Company’s obligations thereunder; provided that (i) such Indebtedness shall have no scheduled amortization and no part of the principal part of such Indebtedness shall have a maturity date earlier than 181 days after the Maturity Date, (ii) after giving effect to the incurrence of any such Indebtedness, on a Pro Forma Basis, as if such incurrence of Indebtedness, the application of the proceeds thereof and the consummation of any other Specified Transaction occurring since the first day of the Calculation Period then last ended had occurred on the first day of the Calculation Period then last ended, the Company and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.18 for the Calculation Period then last ended, and the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company to such effect setting forth in reasonable detail the computations necessary to demonstrate such compliance with the covenants contained in Section 6.18, (iii) at the time of the incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist and be continuing, (iv) such Indebtedness contains covenants, events of default, redemption provisions, remedies, subordination provisions (if applicable) and other terms and conditions customary at the time for high yield unsecured senior or senior subordinated securities issued in a public offering or a private placement under Rule 144A of the Securities Act of 1933 and otherwise reasonably acceptable to the Administrative Agent (provided that, in any event, the documentation governing such Indebtedness shall not include a financial maintenance covenant and may only include a “cross acceleration” default to other indebtedness rather than a “cross default”) and (v) the documentation governing such Indebtedness contains terms that are no more restrictive than the terms applicable to the Indebtedness hereunder; (g) Indebtedness of Foreign Subsidiaries of the Company in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(h) and 6.02(o), not to exceed the Restricted Debt Basket Amount; (h) Indebtedness of a Subsidiary of the Company acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness) (the “Permitted Acquired Debt”), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (it being understood and agreed that Capital Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y)), and (z) the aggregate principal amount of all Permitted Acquired Debt assumed pursuant to this clause (g), together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business Days of its incurrence; (dj) Indebtedness existing as of the date Company or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement secured Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by liens any other Person except as permitted by subsection (a) of Section 5.76.01(e); (ek) Liabilities for taxesIndebtedness to insurance companies incurred in order to permit the Company or one of its Subsidiaries to repay obligations owing by such Person to former employees of such Person under either of the Company’s 401K Plus deferred compensation plans, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof so long as such Indebtedness is not required greater than the aggregate cash surrender value of insurance policies owned by such the Company and covering the lives of participants in the Company’s 401K Plus deferred compensation plans; (l) Permitted Seller Debt; (m) (i) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $50,000,000 at any time outstanding and (ii) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Factoring Transactions permitted pursuant to Section 5.126.04(i); and (fn) additional Indebtedness of the Company or any Subsidiary Guarantor in respect of final judgments an aggregate principal amount (for the payment Company and all Subsidiary Guarantors) not to exceed at any one time outstanding an amount equal to the remainder of money not in excess (x) 10% of $10,000 in Consolidated Net Worth at such time less (y) the sum of (I) the aggregate amount of all Indebtedness incurred pursuant to Section 6.01(c) and outstanding at any such time plus (II) the aggregate principal amount of all Permitted Acquired Debt incurred pursuant to Section 6.01(h) and outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewat such time.

Limitation on Indebtedness. Neither the Borrower Borrowers nor any of its their Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness indebtedness (which term shall include: includes all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the any Borrower or any of their Subsidiaries as a liabilityliability and any negative cash balance; all indebtedness, obligations and liabilities, whether or not assumed by any Borrower or any Subsidiaryof their Subsidiaries, secured by any mortgage, pledge or lien existing on property owned by the any Borrower or any Subsidiaryof their Subsidiaries; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) the Note Credit and any other obligations owed to the Lender under Bank in connection with this Agreement or otherwise; (b) Indebtedness of the Borrower existing obligations to ▇▇▇▇▇▇▇▇ County, South Carolina and the Massachusetts Industrial Finance Agency and Bank related to those certain industrial revenue notes or bonds (collectively "Bonds") issued pursuant to that certain (i) Indenture dated as of September 27, 1984 between ▇▇▇▇▇▇▇▇ County, South Carolina and Bank, and (ii) Security and Trust Agreement dated as of June 1, 1985 ("1985 Trust Agreement") between StarMet, the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoMassachusetts Industrial Finance Agency and Bank; (c) Indebtedness indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts benefits and other similar indebtedness incurred in the ordinary course of business; (d) Indebtedness existing as of the date of this Agreement indebtedness secured by liens to the extent permitted by subsection (a) of Section 5.74.14; (e) Liabilities liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and4.04; (f) Indebtedness indebtedness in respect of final judgments for the payment of money not in excess of $10,000 50,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and which has been in effect force for any period of less than thirty the applicable appeal period or less than sixty (3060) days days, whichever is sooner, provided that such indebtedness may remain outstanding if the appropriate Borrower or the appropriate Subsidiary at the time shall in good faith be prosecuting an appeal, or proceedings for review or pending and in respect of which a stay of execution shall have been obtained pending an such appeal or proceeding for review.;

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or permit to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Borrower or any Subsidiary Guarantor pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) to the extent permitted by Section 6.07(c), Indebtedness of the Company to any Subsidiary, and of any Subsidiary to the Company or any other Subsidiary; provided that all such Indebtedness of any Borrower existing as of or any Subsidiary Guarantor owed to a Person that is not a Borrower or a Subsidiary Guarantor shall be subject to and evidenced by the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoSubordinated Intercompany Note; (c) Indebtedness representing trade debt(including, wageswithout limitation, employee benefitsAttributable Debt arising from Permitted Sale-Leaseback Transactions and Capital Lease Obligations) secured by Liens permitted by Sections 6.02(g) and (q); provided, advance payments that the aggregate amount of all such Indebtedness, together with the aggregate principal amount of all Indebtedness incurred pursuant to Sections 6.01(g), 6.01(h) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (d) Indebtedness outstanding on sales contracts the Restatement Effective Date and listed on Schedule 6.01(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the Weighted Average Life to Maturity thereof); (e) to the extent permitted by Section 6.07(c), Guarantee Obligations made in the ordinary course of business by the Company or any of its Subsidiaries of obligations of the Company or any Subsidiary of the Company; (f) unsecured senior and/or senior subordinated Indebtedness of the Company (other than Permitted Seller Debt) and the unsecured senior and/or senior subordinated guarantee by any Subsidiary Guarantor hereunder of the Company’s obligations thereunder; provided that (i) such Indebtedness shall have no scheduled amortization and no part of the principal part of such Indebtedness shall have a maturity date earlier than 181 days after the Maturity Date, (ii) after giving effect to the incurrence of any such Indebtedness, on a Pro Forma Basis, as if such incurrence of Indebtedness, the application of the proceeds thereof and the consummation of any other Specified Transaction occurring since the first day of the Calculation Period then last ended had occurred on the first day of the Calculation Period then last ended, the Company and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.18 for the Calculation Period then last ended, and the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company to such effect setting forth in reasonable detail the computations necessary to demonstrate such compliance with the covenants contained in Section 6.18, (iii) at the time of the incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist and be continuing, (iv) such Indebtedness contains covenants, events of default, redemption provisions, remedies, subordination provisions (if applicable) and other terms and conditions customary at the time for high yield unsecured senior or senior subordinated securities issued in a public offering or a private placement under Rule 144A of the Securities Act of 1933 and otherwise reasonably acceptable to the Administrative Agent (provided that, in any event, the documentation governing such Indebtedness shall not include a financial maintenance covenant and may only include a “cross acceleration” default to other indebtedness rather than a “cross default”) and (v) the documentation governing such Indebtedness contains terms that are no more restrictive than the terms applicable to the Indebtedness hereunder; (g) Indebtedness of Foreign Subsidiaries of the Company in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(h) and 6.02(o), not to exceed the Restricted Debt Basket Amount; (h) Indebtedness of a Subsidiary of the Company acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness) (the “Permitted Acquired Debt”), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (it being understood and agreed that Capital Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y)), and (z) the aggregate principal amount of all Permitted Acquired Debt assumed pursuant to this clause (g), together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business Days of its incurrence; (dj) Indebtedness existing as of the date Company or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement secured Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by liens any other Person except as permitted by subsection (a) of Section 5.76.01(e); (ek) Liabilities for taxesIndebtedness to insurance companies incurred in order to permit the Company or one of its Subsidiaries to repay obligations owing by such Person to former employees of such Person under either of the Company’s 401K Plus deferred compensation plans, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof so long as such Indebtedness is not required greater than the aggregate cash surrender value of insurance policies owned by such the Company and covering the lives of participants in the Company’s 401K Plus deferred compensation plans; (l) Permitted Seller Debt; (m) (i) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $200,000,000 at any time outstanding and (ii) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Factoring Transactions permitted pursuant to Section 5.126.04(i); (n) Permitted Notes; and (fo) additional Indebtedness of the Company or any Subsidiary Guarantor in respect of final judgments an aggregate principal amount (for the payment Company and all Subsidiary Guarantors) not to exceed at any one time outstanding an amount equal to the remainder of money not in excess (x) 10% of $10,000 in Consolidated Net Worth at such time less (y) the sum of (I) the aggregate amount of all Indebtedness incurred pursuant to Section 6.01(c) and outstanding at any such time plus (II) the aggregate principal amount of all Permitted Acquired Debt incurred pursuant to Section 6.01(h) and outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewat such time.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note (i) Indebtedness of any Loan Party pursuant to any Loan Document (including Indebtedness incurred pursuant to Section 2.24, Section 2.29 or Section 2.30) and any other obligations owed (ii) up to the Lender under this Agreement or otherwise$25,000,000 of additional Initial Revolving Credit Commitments hereunder; (b) Indebtedness of the Borrower existing Company to any Restricted Subsidiary or of any Restricted Subsidiary to the Company or any other Restricted Subsidiary, in each case so long as of any such Indebtedness owing by a Loan Party to a non-Loan Party is subordinated to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoObligations pursuant to an Affiliate Subordination Agreement; (c) Indebtedness representing trade debt(including without limitation, wagesCapital Lease Obligations) incurred to finance the acquisition, employee benefitsconstruction, advance repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently or within 270 days following the acquisition, construction, repair, replacement or improvement of the applicable asset; provided, further that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $35,000,000 at any time outstanding, and Permitted Refinancing thereof (including successive refinancings); (d) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02(d) and any Permitted Refinancing thereof (including successive refinancings); (e) Guarantee Obligations of the Company or any of its Restricted Subsidiaries in respect of Indebtedness permitted under this Section 7.02, provided, that no Guarantee Obligations of any Restricted Subsidiary of any Indebtedness permitted under Section 7.02(j) shall be permitted unless such Restricted Subsidiary is a Subsidiary Guarantor; (f) Indebtedness in respect of the 2018 Notes pending their satisfaction and discharge, or redemption and/or repurchase with the proceeds of the Initial Term Loans; (g) Credit Agreement Refinancing Debt; (h) Indebtedness incurred to finance deferred insurance premiums in the ordinary course of business; (i) Indebtedness of any Restricted Subsidiary which is not a Subsidiary Guarantor; provided that the aggregate principal amount of Indebtedness outstanding at any one time pursuant to this clause shall not exceed $75,000,000; (j) Indebtedness of any Loan Party, so long as (i) such Indebtedness has no scheduled principal payments, prepayments or maturity, or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including “AHYDO” catch-up payments and in the context of asset sales, casualty events or a change of control), in each case prior to the Latest Maturity Date at the time of incurrence and (ii) the other terms and conditions of such Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption provisions and excluding terms and conditions applicable only after the Latest Maturity Date and terms and conditions otherwise reasonably acceptable to the Administrative Agent), when taken as a whole, are not materially more restrictive on sales contracts the Company and the Restricted Subsidiaries than the terms and conditions applicable hereunder, unless, to the extent such terms and conditions, when taken as a whole, are more restrictive than those terms and conditions applicable hereunder, such terms and conditions are added pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent; provided that at the time of the incurrence of such Indebtedness (x) no Default or Event of Default exists or will exist after giving effect to incurrence of such Indebtedness or the use of proceeds thereof, and (y) the Company would at the time of incurrence thereof be in compliance with the Financial Covenants, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period; and Permitted Refinancings thereof (including successive refinancings); (k) Permitted Acquisition Indebtedness; provided that at the time such Indebtedness is incurred and/or assumed, (x) no Default or Event of Default exists or will exist after giving effect to incurrence of such Indebtedness or the use of proceeds thereof and (y) the Company would be in compliance with the Financial Covenants, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period; and any Permitted Refinancing of the foregoing (including successive refinancings); (l) Indebtedness under Hedge Agreements permitted under Section 7.15; (m) Indebtedness in respect of the Designated Bilateral Letters of Credit not exceeding an aggregate amount of $300,000,000 at any time outstanding; (n) Indebtedness in respect of cash management services, including treasury, depositary, credit, purchasing or debit card, electronic funds transfer and other indebtedness cash management arrangements (including commercial cards and working capital lines of credit), overdraft or similar facilities incurred in the ordinary course of business; (do) [reserved]; (p) Indebtedness of any Loan Party in an aggregate principal amount (for all Loan Parties) not to exceed $50,000,000 at any time outstanding; (q) Indebtedness arising under any letter of credit, performance, insurance, return-of money or surety bond or similar obligations or bank guarantees or similar arrangements, or Indebtedness arising under any indemnity agreement relating thereto, in each case entered into in the ordinary course of business; (r) Indebtedness resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (s) Indebtedness arising under indemnity agreements to title insurers to cause such title insurers to issue to the Collateral Agent mortgagee title insurance policies; (t) Indebtedness arising with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales and Permitted Acquisitions permitted hereunder; (u) to the extent constituting Indebtedness, earnout obligations and other contingent consideration obligations incurred in connection with Permitted Acquisitions and Investments permitted under this Agreement; (v) Indebtedness incurred by the Company or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof, their respective estates, spouses or former spouses, in each case to purchase or redeem the Capital Stock of the Company or its Subsidiaries held by such current or former employee, director, manager, consultant, estate, spouse or former spouse, in each case to the extent permitted by Section 7.06(c); (w) Indebtedness of Foreign Subsidiaries in respect of discounting or factoring of receivables (and relating assets) pursuant to factoring arrangements entered into in the ordinary course of business; (x) to the extent constituting Indebtedness, obligations under deferred compensation arrangements incurred in the ordinary course of business; and (y) Indebtedness in the form of senior secured notes issued in lieu of loans or commitments under an Incremental Facility in an aggregate principal amount, together with any Incremental Facilities incurred pursuant to Section 2.24, not to exceed the Incremental Cap Amount; provided that (i) no Event of Default shall have occurred and be continuing immediately prior to or after giving effect to the incurrence of such Indebtedness, (ii) such Indebtedness shall not mature earlier than the Latest Maturity Date applicable to any Loan or Commitment then outstanding, (iii) such Indebtedness shall not have a weighted average life to maturity shorter than the weighted average life to maturity of the existing Term Loans, (iv) such Indebtedness shall be subject to a Customary Intercreditor Agreement, (v) in the case of any such Indebtedness in the form of senior secured notes that are pari passu with the Initial Term Loans in right of payment and with respect to security, if the Effective Yield for such Indebtedness as of the date of this Agreement secured incurrence of such Indebtedness exceeds the sum of the Effective Yield then applicable to the Initial Term Loans and 0.50%, then the Applicable Margin then in effect for such Initial Term Loans shall automatically be increased by liens permitted by subsection (a) the Term Loan Yield Differential, effective upon the incurrence of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described such Indebtedness; provided that any differential in Section 5.12 hereof Effective Yield on account of a differential in interest rate floors shall be required only to the extent an increase in the interest rate floor applicable to such Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to such Initial Term Loans shall be increased to the extent of such differential between interest rate floors and (vi) such Indebtedness shall have terms and conditions (other than as otherwise specified in this clause (y)) that payment thereof is in the good faith determination of the Borrower are not required by materially less favorable (when taken as a whole) to the Borrowers than the terms and conditions of the Loan Documents (when taken as a whole) other than (x) maturity date (except as specified in clauses (ii) and (iii) above), pricing (including interest rate floors, interest rate margin, original issue discount, upfront fees and call protection) and amortization, (y) immaterial terms and (z) terms and conditions that are either only applicable after the Latest Maturity Date of any existing Term Loans or, to the extent such Section 5.12; and terms (ftaken as a whole) Indebtedness in respect are more favorable to the holders of final judgments such notes than those applicable to the existing Term Loans, are added for the payment benefit of money not in excess the Lenders of $10,000 in the aggregate at any time outstanding (excluding sums covered existing Term Loans pursuant to an amendment to this Agreement executed by insurance) remaining unsatisfied the Company and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewthe Administrative Agent.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will create, incur, assume, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Note Company and the Restricted Subsidiaries shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis (including a pro forma application of the net proceeds therefrom), the Consolidated Coverage Ratio equals or exceeds 2.0 to 1.0 (any other obligations owed such Indebtedness Incurred pursuant to this clause (a) being herein referred to as “Coverage Indebtedness”); provided further, that the amount of Indebtedness that may be Incurred pursuant to the Lender under this Agreement or otherwise;foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $100,000,000 and (y) 0.75 times EBITDA (as determined on a pro forma basis, including a pro forma application of the net proceeds therefrom) for the most recently ended four full consecutive fiscal quarters for which internal consolidated financial statements of the Company are available at any one time outstanding. (b) Indebtedness Notwithstanding the foregoing clause (a), the Company and the Restricted Subsidiaries shall be entitled to Incur any or all of the Borrower existing following Indebtedness (any such Indebtedness Incurred pursuant to this clause (b) being herein referred to as “Permitted Indebtedness”): (1) Indebtedness Incurred by the Company and any Restricted Subsidiary pursuant to the GPMI Credit Agreements or any other Credit Facility; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed the greater of (x) $200,000,000 and (y) 1.5 times EBITDA (as determined on a pro forma basis, including a pro forma application of the date net proceeds therefrom) for the most recently ended four full consecutive fiscal quarters for which internal consolidated financial statements of this Agreement which is specifically disclosed in Schedule 5.5 attached heretothe Company are available; (c2) Indebtedness representing trade debtowed to and held by the Company or a Restricted Subsidiary; provided, wageshowever, employee benefitsthat (A) 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 a Restricted Subsidiary) shall be deemed, advance payments in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon in each case at the time of such issuance or transfer, as applicable, (B) if the Company is the obligor on sales contracts such Indebtedness and other indebtedness such Indebtedness is owed to a Restricted Subsidiary that is not a Guarantor, such Indebtedness shall be expressly subordinated to the prior payment in full of all obligations with respect to the Securities and (C) if a Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinated to the prior payment in full of all obligations of such Guarantor with respect to its Guarantee; provided, that clauses (B) and (C) shall not apply to intercompany current liabilities incurred in the ordinary course of businessbusiness in connection with the cash management, tax and accounting operations of the Company and its Subsidiaries; (d3) the Securities and the Guarantees (other than any Additional Securities); (4) Indebtedness existing outstanding under the GPMP Credit Agreements on the Issue Date and other Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b)); plus the maximum amount of additional or incremental Indebtedness permitted to be incurred under the GPMP Credit Agreements as in effect on the Issue Date (which for the avoidance of doubt, shall include any undrawn commitments thereunder); (5) (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries or merged with or amalgamated with or into the Company or any of its Restricted Subsidiaries in accordance with the terms of this Indenture or (B) Indebtedness of the Company or any Restricted Subsidiary incurred to finance a merger or any acquisition; provided, however, that (I) in each case, on the date of such merger or acquisition and after giving pro forma effect thereto, either (x) the Company would have been entitled to Incur at least $1.00 of Coverage Indebtedness pursuant to Section 4.03(a) or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such merger or acquisition, (II) in each case, such Indebtedness is not incurred while an Event of Default exists and no Default shall result therefrom and (III) solely in the case of subclause (B) above, such Indebtedness does not mature and does not require any payment of principal prior to the final scheduled maturity of the Securities (other than amortization of principal in an amount not to exceed two percent (2.0%) per annum); (6) Refinancing Indebtedness in respect of any Coverage Indebtedness and in respect of the GPMP Credit Agreements (which may be Incurred under any Credit Facility) or any other Permitted Indebtedness Incurred pursuant to clauses (3), (4) or (5) of this Section 4.03(b) or this clause (6); (7) Hedging Obligations incurred in the ordinary course of business and not for the purpose of speculation; (8) Obligations in respect of workers’ compensation claims, health, disability or other benefits, public liability insurance, unemployment insurance, property, casualty or liability insurance, self-insurance obligations, bankers’ acceptances, or customs, completion, advance payment, performance, bid, performance, appeal and surety bonds, completion guarantees, letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental law or permits or licenses from governmental authorities, and other similar obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting the foregoing; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 10 Business Days of its Incurrence; (10) the guarantee by the Company or any Guarantor of Indebtedness of the Company or any Guarantor that was permitted to be Incurred by another provision of this covenant; provided, however, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Securities, then the guarantee thereof Incurred pursuant to this clause (10) shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness being guaranteed; (11) Purchase Money Indebtedness (i) Incurred to finance or reimburse the price of the acquisition, construction, development, design, installation or improvement by the Company or a Restricted Subsidiary of assets or (ii) assumed in connection with the acquisition of any fixed or capital assets, and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of (A) $125,000,000 and (B) 4.50% of Consolidated Total Assets of the Company and the Restricted Subsidiaries determined as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7such Incurrence; (e12) Liabilities Indebtedness Incurred by the Company or any Restricted Subsidiary in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and the Restricted Subsidiaries outstanding on the date of such Incurrence and incurred pursuant to this clause (12) does not exceed the greater of (A) $75,000,000 and (B) 2.75% of Consolidated Total Assets of the Company and the Restricted Subsidiaries determined at the date of such Incurrence; (13) Indebtedness Incurred by Foreign Subsidiaries of the Company in an aggregate principal amount at any time outstanding pursuant to this clause (13) not to exceed the greater of (A) $25,000,000 and (B) 1.0% of Consolidated Total Assets of the Foreign Subsidiaries determined as of the date of such Incurrence; (14) Attributable Debt of the Company or any Restricted Subsidiary Incurred in connection with any Sale/Leaseback Transaction which, when taken together with all other Attributable Debt of the Company and the Restricted Subsidiaries outstanding on the date of such Incurrence and incurred pursuant to this clause (14), does not exceed the greater of (A) $50,000,000 and (B) 3.0% of Consolidated Total Assets of the Company and the Restricted Subsidiaries determined at the date of such Incurrence; (15) any obligation arising from agreements of the Company or any Restricted Subsidiary providing for taxesindemnification, assessmentsadjustment of purchase price, governmental chargesearn outs, liens or claims described similar obligations, in Section 5.12 hereof each case, incurred or assumed in connection with the sale, disposition or acquisition of any business, assets, Investment, Indebtedness or Capital Stock of or by the Company or a Restricted Subsidiary in a transaction not prohibited by this Indenture; (16) Indebtedness of the Company or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in ordinary course supply arrangements; (17) Indebtedness of the Company or any Restricted Subsidiary in respect of any agreement or other arrangement governing the provision of treasury, cash management services or deposit account overdraft protection services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (18) Indebtedness due to any landlord in connection with the financing by such landlord of leasehold improvements; (19) Indebtedness consisting of obligations under deferred compensation arrangements, non-competition agreements or similar arrangements; (20) Indebtedness incurred in the ordinary course of business and consistent with past practice (A) in connection with cash pooling arrangements, cash management, deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit, zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting), payables outsourcing, payroll processing, trade finance services, investment accounts, securities accounts, and other similar arrangements consisting of netting agreements and overdraft protections and (B) in connection with the use of purchasing cards or “P-cards”, credit card (including purchase card and commercial card), prepaid cards, including payroll, stored value and gift cards, merchant services processing and debit card services; (21) Obligations in respect of Disqualified Stock of the Company or Preferred Stock of any Restricted Subsidiary in an amount not to exceed $50,000,000 in the aggregate at any one time outstanding; (22) Indebtedness in connection with all obligations of the Company or any Restricted Subsidiary under a fuel supply contract or any other agreement entered into in the ordinary course of business to which the Company or such Restricted Subsidiary is a party to pay, repay, reimburse or indemnify any counterparty under any such agreement for branding expenses or other upfront funding, in each case, resulting from the termination of any such agreement, so long as such amounts do not become payable; (23) Indebtedness to the extent that payment the net proceeds thereof is not required by such Section 5.12are promptly deposited to defease or to satisfy and discharge the Securities and this Indenture; and (f24) Indebtedness in respect of final judgments for Obligations of the Company or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are Incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Obligations. (c) Notwithstanding the foregoing, neither the Company nor any Guarantor may Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Guarantor unless such Indebtedness shall be subordinated to the Securities or the applicable Guarantee to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with this Section 4.03, (1) subject to subclause (3) below, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, may classify or reclassify, and later divide, classify reclassify (as if Incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.03, (2) without limiting the foregoing, subject to subclause (3) below, the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the clauses of paragraph (b) above and, in connection therewith, the Company shall be entitled to treat a portion of such Indebtedness as Coverage Indebtedness and the balance of such Indebtedness as an item or items of Permitted Indebtedness, (3) all Indebtedness outstanding (x) under any Credit Facility (other than the GPMP Credit Agreements) on the Issue Date will be deemed to have been Incurred on such date in reliance on Section 4.03(b)(1) and (y) under any GPMP Credit Agreement on the Issue Date will be deemed to have been Incurred on such date in reliance on Section 4.03(b)(4) and, in each case, except as between Indebtedness Incurred under Credit Facilities pursuant Section 4.03(b)(1) and Section 4.03(b)(4), the Company shall not be permitted to reclassify all or any portion of such Indebtedness, (4) the accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount or value, the payment of money not in excess of $10,000 interest on any Indebtedness in the aggregate at 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 Preferred Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock and (5) the reclassification of any time outstanding lease or other liability of the Company or any of the Restricted Subsidiaries as Indebtedness due to a change in accounting principles after the Issue Date shall not be deemed to be an Incurrence of Indebtedness. (excluding sums covered by insurancee) remaining unsatisfied For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in effect for U.S. dollars shall be as provided in such Currency Agreement. The principal amount of any period Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of less than thirty the Indebtedness Refinanced, except to the extent that (301) days or such U.S. Dollar Equivalent was determined based on a Currency Agreement, in respect of which a stay of execution case the Refinancing Indebtedness shall have been obtained pending an appeal or proceeding for review.be determined in accordance with the preceding se

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness created under any other obligations owed to the Lender under this Agreement or otherwiseLoan Document; (b) Unsecured Indebtedness of any Loan Party (other than Capital Corp. and W▇▇▇ Golf, unless the Borrower existing as proceeds of such Indebtedness are necessary for the date organizational maintenance of this Agreement which any such party) to any other Loan Party; provided, that in each case such Indebtedness is specifically disclosed in Schedule 5.5 attached heretoevidenced by, and subject to the terms and conditions of, the Subordinated Intercompany Note; (c) Indebtedness representing secured by Liens permitted by Section 7.3(j) in an aggregate principal amount not less than 50% and not more than 100% of the fair market value of the Aircraft determined at the time of the incurrence of such Indebtedness; (d) Indebtedness (other than the Indebtedness referred to in Section 7.2(f)) outstanding on the Amended and Restated 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 or any shortening of the maturity of any principal amount thereof); (e) Unsecured Guarantee Obligations made in the ordinary course of business by any Loan Party of obligations of the Borrower or any other Loan Party (other than Capital Corp. and W▇▇▇ Golf); (f) (i) Indebtedness of the Borrower and Capital Corp. created under the 2010 Notes Indenture in respect of the 2010 Notes in an aggregate principal amount not to exceed $10,000,000 (reduced by any principal payments from time to time made thereon) and Guarantee Obligations of any Loan Party in respect thereto; (ii) Indebtedness of the Borrower and Capital Corp. created under the 2014 Notes Indenture in respect of the 2014 Notes and all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this subclause (ii), in an aggregate amount not to exceed $1,700,000,000 plus all accrued interest on any such Indebtedness and the amount of all expenses and premiums (whether or not mandatory) incurred in connection with any such refinancing (reduced by any principal payments from time to time made on any such Indebtedness and Permitted Refinancing Indebtedness (other than any repayments from the proceeds of the issuance of Permitted Refinancing Indebtedness)) and Guarantee Obligations of any Loan Party in respect thereto; provided that the amount of Indebtedness under this subclause (ii) may for a period not to exceed 60 days following the issuance of Permitted Refinancing Indebtedness exceed the limitation set forth prior to this proviso to the extent an amount equal to the excess thereof is used to redeem, repurchase, refund, refinance or replace Indebtedness that was permitted to be incurred under this subclause (ii)); and (iii) Indebtedness of the Borrower and Capital Corp. created under the Senior Secured Notes Indenture in respect of the Senior Secured Notes and all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this subclause (iii), in an aggregate amount not to exceed $500,000,000 plus all accrued interest on any such Indebtedness and the amount of all expenses and premiums (whether or not mandatory) incurred in connection with any such refinancing (reduced by any principal payments from time to time made on any such Indebtedness and Permitted Refinancing Indebtedness (other than any repayments from the proceeds of the issuance of Permitted Refinancing Indebtedness)) and Guarantee Obligations of any Loan Party in respect thereto; provided that the amount of Indebtedness under this subclause (iii) may for a period not to exceed 60 days following the issuance of the Permitted Refinancing Indebtedness exceed the limitation set forth prior to this proviso to the extent an amount equal to the excess thereof is used to redeem, repurchase, refund, refinance or replace Indebtedness that was permitted to be incurred under this subclause (iii). (g) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(s) in an aggregate principal amount not to exceed $30,000,000 (or, from and after the Phase II Opening Date, $100,000,000) at any time outstanding; (h) Indebtedness to any employees of Wynn Resorts or its Wholly Owned Subsidiaries (or their estates or trusts) incurred in connection with the repurchase, redemption or other acquisition or retirement for value of Capital Stock of Wynn Resorts permitted pursuant to Section 7.6(e); provided, that such Indebtedness outstanding at any time, when aggregated with the aggregate of all payments previously made under Section 7.6(e), will not exceed $10,000,000; (i) Subordinated Debt not to exceed an aggregate of $25,000,000 at any time outstanding; provided, that on and after the Phase II Opening Date, the aggregate amount of Subordinated Debt incurred by the Borrower shall not be limited so long as the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.1 as of the most recent Quarterly Date of the Borrower after giving pro forma effect to any such Subordinated Debt as if such Subordinated Debt was incurred (and the repayment of Indebtedness required by the following proviso made) on the first day of the period being tested on such Quarterly Date under the covenants set forth in Section 7.1; and provided further, that in each such case the Net Cash Proceeds of such Subordinated Debt shall be applied within two Business Days of the receipt of such proceeds to the prepayment of the Obligations in accordance with Section 2.12(a); (j) prior to the Phase I Final Completion Date (to the extent related to the development and construction of the Phase I Project) and prior to the Phase II Final Completion Date (to the extent related to the development and construction of the Phase II Project), Indebtedness in respect of performance bonds, guaranties, commercial or standby letters of credit (other than Letters of Credit), bankers’ acceptances or similar instruments issued by a Person other than Wynn Resorts or any Subsidiary of Wynn Resorts for the benefit of a trade debtcreditor of any Loan Party, wagesin an aggregate amount not to exceed $40,000,000 at any time outstanding so long as (i) such Indebtedness is incurred in the ordinary course of business and (ii) the obligations of any Loan Party, employee benefitsas the case may be, advance payments on sales contracts supported by such performance bonds, guaranties, trade letters of credit, bankers’ acceptances or similar instruments (1) consist solely of payment obligations with respect to costs incurred in accordance with the Phase I Project Budget or the Phase II Project Budget, as the case may be, which would otherwise be permitted to be paid by the applicable Loan Party pursuant to the Disbursement Agreement, (2) are secured and (3) are secured solely by Liens permitted by Section 7.3(u); (k) Indebtedness in respect of performance bonds, guaranties, commercial or standby letters of credit (other indebtedness than Letters of Credit), bankers’ acceptances or similar instruments issued by a Person other than Wynn Resorts or any Affiliate of Wynn Resorts for the benefit of a trade creditor of any Loan Party, in an aggregate amount not to exceed $25,000,000 at any time outstanding so long as such Indebtedness (i) is incurred in the ordinary course of business; (ii) does not consist of payment obligations with respect to Project Costs related to the Phase II Project; and (iii) if secured, are secured solely by Liens permitted by Section 7.3(v); (dl) Indebtedness existing Indebtedness, the Net Cash Proceeds of which are used for the development, construction and opening of an Additional Entertainment Facility and/or Retail Facility, in an aggregate principal amount (or original accreted value, as applicable) at any time not to exceed 66⅔% of the aggregate cost of such Additional Entertainment Facility and/or Retail Facility; provided that net cash proceeds have been received by the Borrower as a contribution to its equity capital in an amount equal to at least 33⅓% of the projected aggregate cost of such Additional Entertainment Facility and/or Retail Facility, which amount has been irrevocably committed substantially concurrent with the date of this Agreement secured by liens permitted by subsection (a) incurrence of Section 5.7such Indebtedness for use to develop, construct and open such Additional Entertainment Facility and/or Retail Facility; provided, further, the Borrower shall cause equity capital to be contributed to the Borrower such that 33⅓% of the costs related to the Additional Entertainment Facility and/or Retail Facility shall have been funded with equity capital; (em) Liabilities additional Indebtedness in an aggregate principal amount (for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof all Loan Parties) not to the extent that payment thereof is not required by such Section 5.12exceed $50,000,000 at any time outstanding; and (fn) Indebtedness of the Borrower and/or Capital Corp. in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness, not to exceed the lesser of (x) $500,000,000, (y) the amount of such Indebtedness permitted to be incurred under the 2014 Notes Indenture, the 2020 Notes Indenture, the Additional 2020 Notes Indenture and the Senior Secured Notes Indenture by the Loan Parties on the date that such Indebtedness is initially issued or obtained in reliance on this clause (n) in accordance with clause (i) below and (z) the principal amount of Indebtedness initially issued or obtained in reliance on this clause (n) in accordance with clause (i) below (in any such case, reduced by any principal payments from time to time made thereon) and Guarantee Obligations of any Loan Party with respect thereto (the “Senior Unsecured Debt”); provided that (i) the Senior Unsecured Debt shall initially be issued by the Borrower and/or Capital Corp. in a single issuance (and thereafter, except with respect to Permitted Refinancing Indebtedness related thereto, no other Indebtedness shall be issued in reliance on this clause (n)), (ii) the Senior Unsecured Debt shall have a final maturity date not earlier than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the 2014 Notes, the 2020 Notes, the Additional 2020 Notes and the Senior Secured Notes and (iii) subject to clause (ii) above, the terms and conditions of final judgments for the payment of money not in excess of $10,000 Senior Unsecured Debt (including the pricing, covenants and restrictions contained in the aggregate at any time outstanding (excluding sums covered by insuranceagreements governing the Senior Unsecured Debt) remaining unsatisfied shall be in form and in effect for any period substance satisfactory to the Majority of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewthe Arrangers.

Limitation on Indebtedness. Neither the The Borrower nor any of its Subsidiaries will shall not, directly or indirectly, create, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness in respect of the Note Loans, the Notes and any the other obligations owed to of the Lender Borrower under this Agreement or otherwiseAgreement; (b) Indebtedness of the Borrower existing as incurred solely in order to finance the purchase of the date of this Agreement which is specifically disclosed new fixed or capital assets (including pursuant to capital leases) in Schedule 5.5 attached heretoan aggregate principal amount not exceeding $10,000,000 at any time outstanding; (c) Indebtedness representing trade debtlisted on Schedule 5.13 and renewals, wages, employee benefits, advance payments on sales contracts extensions and other indebtedness incurred in modifications thereof which do not increase the ordinary course of businessprincipal amount thereof; (d) Indebtedness existing as incurred in connection with Hedging Obligations, provided that such Hedging Obligations shall be in the ordinary course of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7business consistent with past practices; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described Indebtedness incurred in connection with sale-leaseback transactions permitted by Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and5.19 hereof; (f) Indebtedness with respect to standby letters of credit issued by a bank for the benefit of the Borrower in respect an aggregate face amount not to exceed $10,000,000, which letters of final judgments for credit expire by their terms after the Termination Date; (g) Indebtedness to third party sellers in connection with Permitted Acquisitions, provided that (1) both before and after giving effect to the incurrence of such Indebtedness, no Potential Default or Event of Default shall occur and be continuing, and (2) the payment of money such Indebtedness shall be subordinated to all Bank Indebtedness, with the terms and conditions of such subordination reasonably acceptable to the Agent; (h) Indebtedness of the Borrower under the Senior Credit Agreement to the extent of the "Total Commitment" thereunder in effect on the date hereof; and additional Indebtedness with respect to increases in the "Total Commitment" relating to "Increase Requests" thereunder; provided that (1) all of the proceeds of such increases are used to pay or prepay Bank Indebtedness hereunder, together with accrued and unpaid interest thereon, and (2) the Total Commitment hereunder is permanently reduced in the amount of such payment or prepayment, all pursuant to Section 2.14; and further provided that the sum of (A) the Total Commitment of the Borrower under this Agreement, (B) the "Total Commitment" of the Borrower under and as defined in the Senior Credit Agreement, (C) the "Total Commitment" of NUI Corporation under and as defined in the NUI Corporation Credit Agreement, and (D) the aggregate principal amount of Indebtedness incurred by the Borrower and, without duplication, any corresponding commitments to extend credit to the Borrower pursuant to Section 5.13(i) of this Agreement shall not exceed $195,000,000 in excess aggregate principal at any time; (i) Indebtedness of the Borrower relating to a securitization, private debt placement or other financing reasonably acceptable to the Agent in a principal amount not to exceed $10,000 45,000,000; provided that (1) all of the proceeds thereof are used to pay or prepay Bank Indebtedness hereunder, together with accrued and unpaid interest thereon, and (2) the Total Commitment hereunder is permanently reduced in the amount of such payment or prepayment, all pursuant to Section 2.14; and further provided that the sum of (A) the Total Commitment of the Borrower under this Agreement, (B) the "Total Commitment" of the Borrower under and as defined in the Senior Credit Agreement, (C) the "Total Commitment" of NUI Corporation under and as defined in the NUI Corporation Credit Agreement, and (D) the aggregate principal amount of Indebtedness incurred by the Borrower and, without duplication, any corresponding commitments to extend credit to the Borrower pursuant to this Section 5.13(i) shall not exceed $195,000,000 in aggregate principal at any time; (j) Indebtedness in principal amount outstanding not to exceed $15,000,000 in the aggregate at any time outstanding (excluding sums covered for the Borrower under lines of credit offered by insurance) remaining unsatisfied and in effect for any period commercial banks to the Borrower to finance the working capital needs of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewthe Borrower.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseSecured Obligations; (b) Contingent Obligations of any Credit Party with respect to Indebtedness of the Borrower existing as of the date of any Credit Party (other than Holdings) otherwise permitted under this Agreement which is specifically disclosed in Schedule 5.5 attached heretoSection 5.5; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5 and Permitted Refinancings thereof; (d) Indebtedness of the Credit Parties and their Subsidiaries consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price of an asset and any Permitted Refinancings thereof; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of such asset and (ii) the total amount of all such Indebtedness shall not exceed $1,000,000 at any time outstanding; (e) unsecured intercompany Indebtedness permitted pursuant to Section 5.4; (f) Except as set forth in Schedule 5.5(f), wagesIndebtedness consisting of Contingent Acquisition Consideration, which, together with clause (q) hereof, shall not exceed $2,500,000 at any one time outstanding; (g) unsecured Indebtedness of Holdings or any of its Subsidiaries to former, future or current officers, directors, consultants or employees of Holdings or any of its Subsidiaries or their respective estates to finance the purchase or redemption of Stock of Holdings and any Permitted Refinancings thereof; provided that the applicable Restricted Payment is permitted by Section 5.8; (h) Indebtedness in respect of bank overdrafts or returned items, netting services, automatic clearinghouse arrangements, employee benefitscredit card programs, advance payments on sales drafts payable for payroll and other cash management and similar arrangements incurred in the Ordinary Course of Business; (i) Indebtedness consisting of unpaid insurance premiums owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (j) to the extent constituting Indebtedness, unsecured deferred compensation to employees of Holdings and its Subsidiaries incurred in the Ordinary Course of Business; (k) to the extent constituting Indebtedness, obligations under Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation; (l) customary reimbursement or indemnity obligations incurred in the Ordinary Course of Business with respect to (x) appeal bonds, performance bonds, bids, trade contracts, governmental contracts and leases (other indebtedness than for the repayment of Indebtedness) in an aggregate amount not to exceed $100,000 at any one time outstanding, for obligations described in this clause (x), and (y) statutory obligations, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance; (m) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness permitted under this Section 5.5; (n) Indebtedness outstanding under corporate credit cards or corporate charge cards for expenditures made in the Ordinary Course of Business; (o) Indebtedness of a Target existing at the time the Target is acquired (by acquisition, merger, consolidation or otherwise) pursuant to an Acquisition permitted hereby, or Indebtedness assumed by a Borrower or its Subsidiaries in respect of assets acquired by such Person pursuant to such Acquisition, but only to the extent such Indebtedness (i) existed at the time such Acquisition was consummated and was not incurred in connection with, as a result of, or in contemplation of, such Acquisition, (ii) to the extent secured, is only secured by Property acquired in connection with such Acquisition (and is not secured by a blanket lien on all or substantially all such Property) and (iii) does not exceed an amount equal to $1,000,000 in the aggregate at any time outstanding for all such Indebtedness and any Permitted Refinancings thereof; (p) Indebtedness arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (dq) Indebtedness existing as of to the date of this Agreement secured by liens extent constituting Indebtedness, the obligations to make purchase price adjustments, indemnities, earn-outs, non-competition, deferred compensation, working capital adjustments or similar adjustments incurred in connection with any Acquisition, any other Investment or any disposition, in each case, permitted by subsection hereunder, which, together with clause (af) of Section 5.7hereof, shall not exceed $2,500,000 at any one time outstanding; (er) Liabilities for taxesso long as no Default or Event of Default exists at the time any such Indebtedness is incurred, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is other unsecured Indebtedness not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of exceeding $10,000 1,000,000 in the aggregate at any time outstanding outstanding; (excluding sums covered by insurances) remaining unsatisfied and in effect for any period of less than thirty (30) days or Indebtedness in respect of which reimbursement obligations in favor of any issuer of letters of credit issued for the account of the Credit Parties or their Subsidiaries in an amount not exceeding $100,000 in the aggregate at any time outstanding; (t) Indebtedness arising under indemnity agreements to title insurers to cause such title insurers to issue to Collateral Agent title insurance policies; and (u) [Reserved]; (v) [Reserved]; (w) to the extent constituting Indebtedness, the Preferred Equity Obligations. Notwithstanding the foregoing, no Subsidiary that is a stay not Credit Party will guarantee any Indebtedness for borrowed money of execution shall have been obtained pending an appeal or proceeding for reviewa Credit Party unless such Subsidiary becomes a Guarantor.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoContingent Obligations permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in the ordinary course of businessSchedule 5.5 including Permitted Refinancings thereof; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof not to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of exceed $10,000 4,500,000 in the aggregate at any time outstanding outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 5.1(h) and Permitted Refinancings thereof; (e) unsecured intercompany Indebtedness permitted pursuant to Section 5.4(b); (f) Permitted Junior Debt including Permitted Refinancings thereof; (g) First Lien Debt (including First Lien Incremental Facilities but excluding sums covered by insurance“Incremental Equivalent Debt” thereunder) remaining unsatisfied and pursuant to the First Lien Credit Agreement in an aggregate principal amount not to exceed the “Maximum First Lien Principal Amount” (as defined in the Intercreditor Agreement as in effect for on the date hereof or as amended in accordance with its terms); provided, that, immediately after giving pro forma effect to any period First Lien Incremental Facility, the Loans (as defined in the First Lien Credit Agreement) to be made thereunder (and assuming, in the case of an Incremental Revolving Loan Commitment (as defined in the First Lien Credit Agreement), that the entire amount of such Incremental Revolving Loan Commitment is funded), the application of the proceeds therefrom and any acquisition or investment consummated in connection therewith, (i) no Event of Default under the First Lien Credit Agreement shall exist at the time of funding or, solely with respect to an “Incremental Term Loan” (as defined under the First Lien Credit Agreement) the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than thirty a majority of the commitments to provide such Incremental Term Loan waive the absence of such Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective, and (30ii) days except as otherwise constituting utilization of the “cushion” under clause (a)(iii) of the definition of “Maximum First Lien Principal Amount” (as defined in the Intercreditor Agreement as in effect on the date hereof or as amended in respect accordance with its terms) (as such cushion is reduced from time to time in accordance with the terms of such definition), as of the last day of the most recent month for which a stay of execution shall financial statements have been obtained pending an appeal or proceeding for review.delivered pursuant to Section 4.1(c), (x) the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Sections 6.1 and 6.2 and (y) the Senior Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 5.25:1.00 and the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 6:50:1:00;

Limitation on Indebtedness. Neither the Borrower nor Mediacom Broadband LLC shall not, and shall not permit any of its Subsidiaries will createRestricted Subsidiary to, incurdirectly or indirectly, assume, or become, be or remain liable in any manner in respect of, or allow to exist, Incur any Indebtedness (which term shall include: all indebtednessincluding Acquired Indebtedness) or issue any Disqualified Equity Interests except for Permitted Indebtedness; provided, obligations however, that Mediacom Broadband LLC or any Restricted Subsidiary may Incur Indebtedness or issue Disqualified Equity Interests if, at the time of and liabilities which in accordance with generally accepted accounting principles immediately after giving pro forma effect to such Incurrence of Indebtedness or issuance of Disqualified Equity Interests and the application of the proceeds therefrom, the Debt to Operating Cash Flow Ratio would be reflected on less than or equal to 8.5 to 1.0. The limitations contained in the balance sheet foregoing paragraph shall not apply to the Incurrence of any of the Borrower as a liability; all indebtednessfollowing (collectively, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet“Permitted Indebtedness”), except foreach of which shall be given independent effect: (a) Indebtedness under the Note Initial Notes issued on the date of this Indenture, the Exchange Notes issued in exchange for such Initial Notes, the Private Exchange Notes issued in exchange for such Initial Notes and any other obligations owed to the Lender under this Agreement or otherwiseIndenture; (b) Indebtedness of and Disqualified Equity Interests in Mediacom Broadband LLC and the Borrower existing Restricted Subsidiaries outstanding on August 30, 2005 other than Indebtedness described in clause (a), (c), (d) or (f) of this paragraph; (i) Indebtedness of the Restricted Subsidiaries under the Subsidiary Credit Facility (including, without limitation, any refinancing thereof), and (ii) Indebtedness of the Restricted Subsidiaries (including, without limitation, any refinancing thereof) if (solely for purposes of this clause (ii)), at the time of and immediately after giving pro forma effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom, the Debt to Operating Cash Flow Ratio would be less than or equal to 6.5 to 1.0; provided, however, that for purposes of the calculation of such Ratio, the term “Consolidated Total Indebtedness” shall refer only to the Consolidated Total Indebtedness of the Restricted Subsidiaries (including, without limitation, Indebtedness Incurred under the Subsidiary Credit Facility and the Future Subsidiary Credit Facilities but not including Indebtedness of any Restricted Subsidiary payable solely to Mediacom Broadband LLC that qualifies as “Affiliate Subordinated Indebtedness” (as defined in the Subsidiary Credit Facility in effect as of August 30, 2005)) outstanding as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; Determination Date (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred as defined in the ordinary course definition of business; (dterm “Debt to Operating Cash Flow Ratio” in Section 101) Indebtedness existing as and the term “Operating Cash Flow” shall refer only to the Subsidiary Operating Cash Flow of the date Restricted Subsidiaries for the related Measurement Period (as defined in the definition of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described term “Debt to Operating Cash Flow Ratio” in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.101);

Limitation on Indebtedness. Neither the Borrower nor (a) The Company shall not, and shall not permit any of its Subsidiaries will Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or becomeotherwise become directly or indirectly liable, be contingently or remain liable in any manner in otherwise, with respect ofto (collectively, or allow to exist, “incur”) any Indebtedness (which term shall include: all indebtednessunless, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet date of such incurrence and after giving effect thereto on a pro forma basis, the Borrower Fixed Charge Coverage Ratio exceeds 2.0 to 1.0 (any Indebtedness incurred pursuant to this Section 4.03(a) being herein referred to as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet“Ratio Indebtedness”), except for: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwise;. (b) Section 4.03(a) shall not apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (i) Indebtedness incurred pursuant to any Credit Facility, including the Guarantees thereof by the Guarantors, in an aggregate amount which, when added to all other Indebtedness incurred pursuant to this clause (i) and then outstanding, does not exceed the greater of (x) $4,000.0 million and (y) an amount of Indebtedness that at the time of incurrence does not cause the Consolidated Senior Secured Leverage Ratio for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee, determined on a pro forma basis, to exceed 3.25 to 1.00; provided that for purposes of determining the amount of Indebtedness that may be incurred under this clause (i), all Indebtedness incurred under this clause (i) shall be treated as Consolidated Senior Secured Indebtedness for purposes of the calculation of the Consolidated Senior Secured Leverage Ratio; (ii) Indebtedness represented by the Notes issued on the Issue Date and the related Notes Guarantees; (iii) Indebtedness of the Borrower Company or any Restricted Subsidiary existing as of on the date Issue Date (other than Indebtedness set forth in clauses (i) and (ii) of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoSection 4.03(b)); (civ) Refinancing Indebtedness incurred by the Company or any Restricted Subsidiaries to Refinance any Indebtedness that was incurred as Ratio Indebtedness or as Permitted Indebtedness pursuant to clause (ii), (iii), (iv) or (xiii) of this Section 4.03(b); (v) Indebtedness representing trade debtowing to and held by the Company or any Restricted Subsidiaries; provided, wageshowever, that (A) if the Company or the Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Notes Obligations and (B)(1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being owed to or held by a Person other than the Company or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by the provisions set forth in this clause (v); (vi) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes and, to the extent constituting Indebtedness, Banking Product Obligations; (vii) Guarantees of the Notes and Guarantees of Indebtedness that was incurred as Ratio Indebtedness or as Permitted Indebtedness pursuant to clause (iv) (to the extent the Refinanced Indebtedness was so guaranteed), (vi), (viii), (ix), (x), (xii) or (xiv) of this Section 4.03(b); provided, however, that if the Indebtedness being Guaranteed is subordinated in right of payment to the Notes or a Notes Guarantee, then such Guarantee shall be subordinated in right of payment to the Notes or such Notes Guarantee to the same extent as the Indebtedness guaranteed; (viii) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefitsbenefits or property, advance payments on sales contracts casualty or liability insurance or self-insurance, or other Indebtedness with respect to obligations in the nature of reimbursement obligations regarding workers’ compensation claims; (ix) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred in connection with the disposition of any business, assets or a Subsidiary; (x) obligations in respect of performance, bid, appeal, surety and other indebtedness incurred similar bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business; (dxi) Indebtedness existing as arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence; (xii) Indebtedness represented by Capital Lease Obligations, Synthetic Leases, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the date purchase price or cost of construction or improvement of property, plant or equipment, and any Indebtedness incurred to Refinance such Indebtedness, in an aggregate amount which, when added to all other Indebtedness incurred pursuant to this Agreement secured clause (xii) and then outstanding, does not exceed the greater of (x) $150.0 million and (y) 4.0% of Consolidated Total Assets; (xiii) (x) Acquired Indebtedness or (y) Indebtedness incurred to finance a merger or an acquisition; provided, however, that, in each case, after giving effect to the merger or acquisition giving rise to the incurrence thereof, immediately after such merger or acquisition either (x) the Company would be permitted to incur at least $1.00 of additional Ratio Indebtedness pursuant to Section 4.03(a) or (y) the Fixed Charge Coverage Ratio would be greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; (xiv) Indebtedness to the extent the net proceeds thereof are promptly used to purchase Notes tendered pursuant to a Change of Control Offer made as a result of a Change of Control; (xv) additional Indebtedness of the Company or any Restricted Subsidiaries in an aggregate amount which, when added to all other Indebtedness incurred pursuant to the provisions described in this clause (xv) and then outstanding, does not exceed the greater of (x) $300.0 million and (y) 7.0% of Consolidated Total Assets; (xvi) Indebtedness of any Foreign Subsidiary in an aggregate amount which, when added to all other Indebtedness incurred pursuant to the provisions described in this clause (xvi) and then outstanding, does not exceed the greater of (x) $250.0 million and (y) 6.0% of Consolidated Total Assets; and (xvii) Indebtedness represented by liens permitted by subsection Permitted Purchase Obligations. (ac) For purposes of determining compliance with this Section 4.03, (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness set forth in Section 4.03(b) or is entitled to be incurred as Ratio Indebtedness pursuant to Section 4.03(a), the Company shall, in its sole discretion, classify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.03, and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred pursuant to the provisions set forth in only one of such clauses described in Section 4.03(b) or pursuant to Section 4.03(a); provided, however, that all Indebtedness outstanding under the PRA Credit Facilities on the Issue Date shall be deemed to have been incurred as Permitted Indebtedness pursuant to Section 4.03(b)(i) and the Notes issued on the Issue Date shall be deemed to have been incurred as Permitted Indebtedness pursuant to Section 4.03(b)(ii); (ii) the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness set forth in Sections 4.03(a) and 4.03(b); and (iii) any Permitted Indebtedness originally classified as incurred pursuant to the provisions set forth in one of the clauses of Section 4.03(b) (other than pursuant to clause (i) or (ii) of Section 5.7;4.03(b)) may later be reclassified by the Company such that it shall be deemed to have been incurred as Ratio Indebtedness pursuant to Section 4.03(a) or as Permitted Indebtedness pursuant to another clause of Section 4.03(b), as applicable, to the extent that such reclassified Indebtedness could be incurred pursuant to such Section or clause at the time of such reclassification. (d) Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in interest rates or in the exchange rate of currencies shall not be deemed to be an incurrence of Indebtedness for purposes of this Indenture. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided, however, that the incurrence of the Indebtedness underlying such Guarantee or letter of credit, as the case may be, was subject to and in compliance with this Section 4.03. (e) Liabilities for taxesFor purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, assessmentsthe amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, governmental chargeshowever, liens that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such currency agreement. The maximum amount of Indebtedness that the Company and the Restricted Subsidiaries may incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in interest rates or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect exchange rate of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewcurrencies.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) Indebtedness of the Note and any other obligations owed to the Lender Obligors under this Agreement or otherwiseand the other DIP Loan Documents; (b) Prepetition Indebtedness of existing on the Borrower existing as of the date of this Agreement which is specifically disclosed in Petition Date and set forth on Schedule 5.5 attached hereto7.2(b); (c) Indebtedness representing trade debtexpressly provided for pursuant to the First Day Orders and the Interim Order or the Final Order, wagesas applicable; (d) Indebtedness in respect of bid, employee benefitsperformance or surety or appeal bonds, advance payments on sales contracts workers’ compensation claims, self-insurance obligations and other indebtedness incurred bankers’ acceptances in issued for the account of any Obligor in the ordinary course of business; (de) Indebtedness existing as arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the date case of this Agreement secured by liens permitted by subsection daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (a5) Business Days of Section 5.7incurrence; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness arising in respect connection with endorsement of final judgments instruments for deposit in the payment ordinary course of money business; (g) Indebtedness between any Guarantor and any other Guarantor; (h) Indebtedness between the Borrower and any Guarantor; provided that in the case of Indebtedness of the Borrower owed to any Guarantor, the proceeds of such Indebtedness shall be applied in a manner consistent with Section 2.6; (i) Indebtedness permitted under Section 7.4 or Section 7.12; (j) Indebtedness evidenced by Financing Lease Obligations entered into after the Filing Date in order to finance Capital Expenditures made by the Obligors, which Indebtedness does not in excess of exceed $10,000 50,000 in the aggregate at any time outstanding outstanding; (excluding sums covered by insurancek) remaining unsatisfied Indebtedness incurred in the ordinary course of business and consistent with past practice in effect for any period connection with the financing of less than thirty insurance premiums; and (30l) days or Indebtedness of the Obligors incurred in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewthe Shell Credit Memorandum.

Limitation on Indebtedness. Neither the The Borrower nor shall not, and shall not suffer or permit any of its Subsidiaries will or Holdings to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness of the Borrower existing as such Person consisting of the date Contingent Obligations of this Agreement which is specifically disclosed in Schedule 5.5 attached heretosuch Person permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in Schedule 5.5 including extensions and refinancings thereof which do not increase the ordinary course principal amount of businesssuch Indebtedness as of the date of such extension or refinancing; (d) Indebtedness existing as of the date Borrower and its Subsidiaries not to exceed $3,000,000 (less the amount of this Agreement any such Indebtedness covered by subsection 5.5(c)) in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by liens Liens permitted by subsection (a) of Section 5.75.1(h); (e) Liabilities unsecured Indebtedness of the Borrower in respect of the Subordinated Borrower Publicly Traded Notes in an aggregate principal amount at any time outstanding not to exceed $100,000,000 (plus capitalized interest and accrued interest thereon), and Indebtedness of the Borrower which refinances such Indebtedness, provided that after giving effect to such refinancing, (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the average life thereof is reduced, (iii) such refinancing Indebtedness shall be unsecured, (iv) the refinancing Indebtedness is subordinated to the same degree as the Indebtedness being refinanced and (v) had such refinancing been subject to the Indenture, the terms of such refinancing would not require any consent pursuant to Section 5.15(a); (f) unsecured Indebtedness of Holdings with respect of the Subordinated Holdings Discount Notes in an aggregate amount at any time outstanding not to exceed (i) $17,400,000, prior to the application of $9,400,000 to the obligations evidenced by the Subordinated Holdings Discount Note held by BNY Capital Partners, L.P. as contemplated by Section 4.14(a) and (ii) $8,000,000, at any time after the application of $9,400,000 to the obligations evidenced by the Subordinated Holdings Discount Note held by BNY Capital Partners, L.P. as contemplated by Section 4.14(a); (g) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4; (h) Rate Contracts of the Borrower or any of its Subsidiaries in respect of the Obligations or otherwise entered into by the Borrower or any of its Subsidiaries to hedge against interest rate, currency exchange rate or commodity price risk relating to commodity agreements for taxesthe purchase of raw materials and/or energy resources (including without limitation natural gas) used by the Borrower or any of its Subsidiaries, assessmentsin each case, governmental chargesarising in the Ordinary Course of Business of the Borrower and its Subsidiaries and not for speculative purposes; (i) Indebtedness, liens subordinated to the Obligations in a manner acceptable to the Agent, of Holdings or claims described the Borrower consisting of promissory notes issued to officers, directors and employees (or their estates or beneficiaries under their estates) of Holdings, the Borrower or any Subsidiary of the Borrower as consideration for the purchase or redemption of capital stock of Holdings, in Section 5.12 hereof all cases only upon death, disability, retirement or termination of employment (the "Management Redemption Notes"); (j) Indebtedness for bank overdrafts incurred in the Ordinary Course of Business that are promptly repaid; (k) to the extent that payment thereof constituting Indebtedness, obligations secured by Liens permitted under subsection 5.1(e); (l) to the extent constituting Indebtedness, purchase price adjustments in connection with Permitted Acquisitions; (m) Assumed Indebtedness of the Borrower and its Subsidiaries incurred in connection with a Permitted Acquisition, the aggregate principal amount of which at any time outstanding shall not exceed $500,000; (n) Indebtedness which is not required by such Section 5.12subordinated to the Obligations in a manner satisfactory to Agent and Requisite Lenders and which is incurred in connection with the consummation of any Permitted Acquisition and which is owing to a seller of stock or assets sold to Borrower or any Subsidiary of Borrower; and (fo) other unsecured Indebtedness in respect of final judgments for the payment of money Borrower or its Subsidiaries not in excess of $10,000 exceeding in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review$2,500,000.

Limitation on Indebtedness. Neither A. The Corporation shall not incur any indebt edness or financial obligations, including without limitation, by borrowing money, by assu ming or guaranteeing the Borrower nor any obligations of its Subsidiaries will createothers, incur, assume, and by entering into installment purchase contra cts or become, leases required to be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which capitalized in accordance with generally accepted accept ed accounting principles principles, except the Corporation may incur the following: 1. Obligations and liabilities under th is Regulatory Agreement, the Loan Agreement, or the Indenture, including any supplements or amendments thereto or hereto in connection with the issuance of any additional series of Bonds; 2. Contractual liabilities (other than liabi lities for borrowed money or liabilities which would otherwise be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, considered in accordance with debtedness under generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: (a) for which moneys are available in the Note and any other obligations owed to Acquisition Fund under the Lender under this Agreement Indenture or otherwise; (b) 3. Short-Term Indebtedness with the pr ior written consent of the Borrower existing as Office and provided that no amount of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of business; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities Short-Term In debtedness shall be outstanding for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any a period of less than thirty (30) consecutive days or during each Fiscal Year. The aggregate amount incurred by the Corporation under this Subsection sha ll not exceed at the time of incurrence ten percent (10%) of the Corporation’s Adjusted Annual Operating Revenues for the most recent Fiscal Year for which audite d financial statements are available; 4. Liabilities for contributions to self-insurance programs; 5. Long-Term Indebtedness (which may be Parity Debt) incurred for the purpose of refinancing outstanding Long-T erm Indebtedness provided that a. the Office has consented in respect writing to the incurring of such indebtedness, and b. the issuance of such Long-Term Indebtedness does not increase Maximum Aggregate Annual Debt Service by more than ten percent (10%), as certified by a written report of an A ccountant which shall be filed with the Trustee and the Office; 6. Long-Term Indebtedness (which may be Parity Debt), provided that a. the Office has consented in writing to the incurring of such indebtedness, and b. (1) Net Income Available for Debt Service, as certified by a stay written report of execution an Accountant which shall have been obtained pending an appeal or proceeding be filed with the Authority, the Trustee and the Office for review.the most recent Fiscal Ye ar for which audited financial statements are available immediately preceding the date of incurrence of such Long-Term Indebtedness was at least equal to 1.25 times Maximum Aggregate Annual Debt Service on all outstanding Long-T erm Indebtedness and the Long-Term Indebtedness proposed to be incurred, or

Limitation on Indebtedness. Neither the Borrower nor (a) Holdings will not, and will not permit any of its the Subsidiaries will createto, incurdirectly or indirectly, assume, or become, be or remain liable in any manner in respect of, or allow to exist, incur any Indebtedness for borrowed money (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money) with respect to which term shall include: (1) the Liens on all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles or substantially all of the Collateral securing the Exchangeable Notes Obligations would be reflected on the balance sheet subordinated or (2) all or any portion of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, Exchangeable Notes Obligations would be classified as subordinated in right of payment (including by means of a liability on its balance sheet“waterfall” provision), except for: for (aA) the Note and any “debtor-in-possession” facility (or similar financing under applicable law), (B) any other obligations owed Indebtedness for borrowed money so long as a bona fide opportunity to participate in such Indebtedness is offered ratably to all adversely affected Holders on a no less than pro rata basis (other than with respect to customary backstop or similar fees and expense reimbursement), and (C) any such Indebtedness or Lien with respect to such Indebtedness that would have been permitted to be incurred under Sections 4.05 and 4.07 of this Indenture prior to the Lender under this Agreement or otherwise; (b) Indebtedness effectiveness of the Borrower existing First Supplemental Indenture, including without limitation any applicable refinancing of Indebtedness secured by senior Liens on the Collateral as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto;the First Supplemental Indenture. (cb) Indebtedness representing trade debtAccrual of interest or dividends, wagesthe accretion of accreted value, employee benefits, advance payments on sales contracts the accretion or amortization of original issue discount and other indebtedness incurred the payment of interest or dividends in the ordinary course form of business; (d) additional Indebtedness existing as or Disqualified Equity Interests will not be deemed to be an incurrence of the date Indebtedness or Disqualified Equity Interests for purposes of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and4.05. (f) Indebtedness Section 4.10 of the Indenture (Future Guarantors) is hereby amended to include a new final paragraph as follows: If any Person is required to provide a Guarantee in respect connection with this Section 4.10 and such Person is subsequently released as an obligor under the Term Loan Credit Agreement (and, if applicable, any other Guarantee Reference Indebtedness), then such Person shall be automatically and unconditionally released and discharged from its Obligations as a Guarantor under this Indenture and such Person’s Guarantee shall be automatically and unconditionally terminated. The release or termination of a Person’s Guarantee pursuant to this Section 4.10 shall require no further action by such Person, the Company or the Trustee. (g) Section 4.17 of the Indenture (After-Acquired Collateral) is hereby amended to include a new final judgments paragraph as follows: If any additional Lien or security interest is created upon any property or asset that would constitute Collateral pursuant to this Section 4.17, to the extent such property or asset is subsequently released as collateral for the payment of money not in excess of $10,000 in Term Loan Obligations (and, if applicable, any other First Lien Priority Indebtedness), then such Lien and/or security interest on such property or asset created pursuant to this Section 4.17 shall automatically, and without the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect need for any period further action by any Person, be terminated and released under the Exchangeable Notes Documents. (h) Section 4.21 of less than thirty the Indenture (30Intercompany Agreements; Property Transfers) days or is hereby amended and restated in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.its entirety as follows:

Limitation on Indebtedness. Neither the Borrower nor (a) The Company shall not Incur, and shall not permit any of its Subsidiaries will createRestricted Subsidiary to Incur, incur, assume, directly or become, be or remain liable in any manner in respect of, or allow to existindirectly, any Indebtedness (which term shall include: all indebtednessunless, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the Borrower as a liability; all indebtednessnet proceeds therefrom) and to any other Indebtedness Incurred or repaid since the end of the period referred to below and the receipt and application of the proceeds thereof, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except for: either (ai) the Note and any other obligations owed Indebtedness to Operating Cash Flow Ratio for the Lender under this Agreement Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred would have been not more than 5.0 to 1.0, or otherwise;(ii) the Company's Consolidated Capital Ratio as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred is less than 2.0 to 1.0. (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur any or all of the following Indebtedness: (1) Indebtedness Incurred pursuant to one or more Credit Agreements; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of such Indebtedness then outstanding does not exceed the greater of (A) $150,000,000 and (B) 85% of the book value of the Accounts Receivables of the Company and its Restricted Subsidiaries; (2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any 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 by the issuer thereof; (3) the Securities (including Securities issued in lieu of cash interest payments with respect to Securities); (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b)); (5) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (3) or (4) of this Section 4.03(b) or this clause (5); (6) Hedging Obligations consisting of Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant to the Exchange Indenture; (7) 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 construction or improvement of property used in the business of the Company or such Restricted Subsidiary; (8) In the event that the PSINet Shares are held by the Company or a Restricted Subsidiary, the Incurrence by the Company or such Restricted Subsidiary of Permitted PSINet Non-Recourse Debt; and (9) Indebtedness in an aggregate principal amount at any time outstanding which, together with the amount of all other Indebtedness of the Borrower existing as of Company and its Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (8) of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto;Section 4.03(b) and Section 4.03(a)), does not exceed 5% of Consolidated Tangible Assets. (c) Notwithstanding the foregoing, the Company shall not Incur any Indebtedness representing trade debtpursuant to Section 4.03(b) if the proceeds thereof are used, wagesdirectly or indirectly, employee benefits, advance payments on sales contracts and other indebtedness incurred in to Refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the ordinary course of business;Exchange Debentures to at least the same extent as such Subordinated Obligations. (d) Indebtedness existing as For purposes of the date of determining compliance with this Agreement secured by liens permitted by subsection Section 4.03, (ai) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period event that an item of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for review.Indebtedness

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will Directly or indirectly, create, incur, assume, guaranty or become, be suffer to exist any Indebtedness or otherwise become or remain directly or indirectly liable in with respect to any manner in respect ofIndebtedness, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note Indebtedness pursuant to any Loan Document (including Indebtedness under any Incremental Facility, Replacement Facility and any other obligations owed to the Lender under this Agreement or otherwiseExtended Term Loans); (b) intercompany Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretopermitted pursuant to Section 6.7; (c) Indebtedness consisting of (A) (i) Capital Lease Obligations, (ii) Attributable Indebtedness, to the extent the underlying Sale and Leaseback Transaction giving rise to such Attributable Indebtedness is a Permitted Sale Leaseback 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 of the Indebtedness described in clause (A); provided, however, that the aggregate amount of all such Indebtedness described in clauses (A) and (B) at any one time outstanding shall not exceed the greater of $50.0 million and 32.5% of Consolidated EBITDA for the Relevant Reference Period at the time of incurrence thereof calculated on a Pro Forma Basis; (d) Indebtedness outstanding on the date hereof and, to the extent such Indebtedness is in excess of $2.5 million, 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 (or, to the extent customary under applicable Requirements of Law, such other customary note or debt instrument) and subordinated to the Obligations on the terms set forth therein; provided, further, that such note may be delivered after the Closing Date pursuant to Section 5.14; (e) Guarantee Obligations, letters of credit, indemnities (including through cash collateralization), surety bonds, performance bonds and similar obligations (i) made in the ordinary course of business by any Group Member of obligations (other than in respect of Indebtedness for borrowed money) of (v) Holdings, (w) the Borrower, (x) any Restricted Subsidiaries, (y) any special purpose entities in connection with any construction or development projects relating to the business of the Group Members or (z) any joint venture of any Group Member, (ii) of any Group Member in respect of Indebtedness otherwise permitted to be incurred by any such Group Member, as the case may be, under this Section 6.2 (other than Section 6.2(d)), and (iii) of any Group Member in respect of Indebtedness of any Unrestricted Subsidiary or joint venture; provided, that (A) in the case of clause (ii), (x) if the Indebtedness being guaranteed is subordinated to the Obligations such guarantee shall be required to be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness and (y) no Guarantee Obligations, letter of credit, indemnities (including through cash collateralization), surety bond, performance bond or similar obligation by any Restricted Subsidiary in respect of any Indebtedness of any Loan Party shall be permitted pursuant to such clause unless such Restricted Subsidiary is or shall become a Subsidiary Guarantor (it being understood that this proviso shall not prohibit such obligations to the extent incurred under another section of this Section 6.2) and (B) in the case of clauses (ii) and (iii), any such Guarantee Obligation, letter of credit, indemnities (including through cash collateralization), surety bond, performance bonds or similar obligation of a Loan Party in respect of Indebtedness of a Subsidiary or other Person that is not a Loan Party must be permitted as an Investment in such Person pursuant to Section 6.7; (f) any other Indebtedness not to exceed the sum of (1) at the time of incurrence, an amount equal to the aggregate amount of Incremental Term Loans that could be incurred as Dollar Basket Incremental Debt at such time (it being understood that any Indebtedness incurred under this clause (f)(1) shall reduce the amount of Dollar Basket Incremental Debt permitted to be incurred under Section 2.23(a) by a like amount and this clause (f)(1) shall be reduced by any Incremental Facilities or any Incremental Equivalent Debt that constitute Dollar Basket Incremental Debt) and (2) additional amounts so long as (x) in the case of Indebtedness that is secured by a Lien on any Collateral that is pari passu with the Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed either (A) 4.50:1.00 or (B) in the case of any Indebtedness incurred pursuant to this clause (f)(2)(x) to finance a Permitted Acquisition or similar Investment permitted hereunder, if greater, the First Lien Net Leverage Ratio as of the Relevant Reference Period, (y) in the case of Indebtedness that is secured by a Lien on any Collateral that is junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed either (A) 6.00:1.00 or (B) in the case of any Indebtedness incurred under this clause (f)(2)(y) to finance a Permitted Acquisition or similar Investment permitted hereunder, if greater, the Secured Net Leverage Ratio as of the Relevant Reference Period and (z) in the case of Indebtedness that is unsecured or is secured by assets of Non-Loan Party Subsidiaries either (at the election of the Borrower) (I) the Total Net Leverage Ratio does not exceed either (A) 6.00:1.00 or (B) in the case of any Indebtedness incurred under this clause (f)(2)(z) to finance a Permitted Acquisition or similar Investment permitted hereunder, if greater, the Total Net Leverage Ratio as of the Relevant Reference Period or (II) the Interest Coverage Ratio is not less than either (A) 2.00:1.00 or (B) in the case of any Indebtedness incurred under this clause (f)(2)(z) to finance a Permitted Acquisition or similar Investment permitted hereunder, if less, the Interest Coverage Ratio as of the Relevant Reference Period, in each case determined on a Pro Forma Basis (after giving effect to any Pro Forma Transaction, including any acquisition consummated with the proceeds of such Indebtedness); provided, that (i) solely for purposes of determining the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio for purposes of permitting the incurrence of Permitted Ratio Debt pursuant to this clause (f), the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Permitted Ratio Debt (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 First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio) and (ii) any Permitted Ratio Debt incurred under clause (1) above or any borrowing under the ABL Credit Agreement incurred substantially concurrently with any Permitted Ratio Debt incurred under clause (2) shall not be included for purposes of determining the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio, as the case may be, in connection with the incurrence of such Permitted Ratio Debt incurred under clause (2); provided, further, that (1) other than with respect to any Maturity Exception Facility, no Permitted Ratio Debt shall have a final maturity date earlier than the then Latest Maturity Date of the then remaining Term Loans (other than to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term funded Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (1) and such conversion or exchange is subject only to conditions customary for similar conversions or exchange), (2) other than with respect to any Maturity Exception Facility, no Permitted Ratio Debt shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of any then remaining Term Loans (other than to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term funded Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (2) and such conversion or exchange is subject only to conditions customary for similar conversions or exchange), (3) no Event of Default (or, in connection with any Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing on the date of incurrence of such Permitted Ratio Debt or would result from the incurrence of such Permitted Ratio Debt and (4) in the case of Permitted Ratio Debt in the form of syndicated term loans that are secured by a Lien on any Collateral that is pari passu with the Liens securing the Obligations, the MFN Protection provisions shall apply as if the Permitted Ratio Debt was an Incremental Facility incurred under Section 2.23 (the Indebtedness incurred pursuant to this clause (f) being, “Permitted Ratio Debt”); provided, further, (x) any Permitted Ratio Debt incurred in reliance on clause (1) above may be reclassified as the Borrower elects from time to time as incurred in reliance on clause (2) if the Borrower is able to satisfy the applicable incurrence test in respect of clause (2) at such time on a Pro Forma Basis and (y) if the applicable ratio for the incurrence of any such Permitted Ratio Debt under clause (2) above would be satisfied on a Pro Forma Basis as of the end of any Relevant Reference Period, the reclassification in the foregoing clause (x) shall be deemed to have occurred automatically; (g) Indebtedness of any Group Member or of any Person that becomes a Restricted Subsidiary, in each case, (I) to the extent assumed in connection with a Permitted Acquisition or other acquisition permitted under Section 6.7 and not incurred in contemplation of such Permitted Acquisition or other acquisition in an unlimited amount plus (II) additional amounts not to exceed the sum of (1) $40.0 million and 25.5% of Consolidated EBITDA for the Relevant Reference Period and (2) additional amounts to the extent constituting Permitted Ratio Debt permitted to be incurred in accordance with Section 6.2(f); (h) Indebtedness (including Guarantee Obligations) incurred pursuant to the ABL Loan Documents in an aggregate principal amount not to exceed the greater of (x) the sum of (i) the greater of $400.0 million and (ii) Incremental Revolving Commitments permitted to be incurred pursuant to the ABL Credit Agreement as in effect on the date hereof and (y) the Borrowing Base (as defined in the ABL 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 the Borrower (or any direct or indirect parent thereof) to the extent such purchase or redemption is permitted under Section 6.6(b); (j) Indebtedness in respect of Cash Management Services, Cash Management Obligations or Cash Management Obligations (as defined in the ABL Credit Agreement as in effect on the date hereof), in each case 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, (1) indemnification, (2) deferred purchase price adjustments, (3) earn-outs and (4) promissory notes or other Indebtedness that constitutes “seller financings” in respect of Permitted Acquisitions or other similar Investments permitted hereunder 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 Non-Loan Party Subsidiaries in an aggregate principal amount (for all Non-Loan Party Subsidiaries that incur Indebtedness under this clause (l)) not to exceed at any time the sum of (1) the greater of (A) $55.0 million and (B) 35.5% of Consolidated EBITDA for the Relevant Reference Period at the time of incurrence thereof plus (2) additional amounts to the extent incurred in the form of ordinary course asset based or working capital credit facilities that are secured solely on assets of Non-Loan Party Subsidiaries and non-recourse to any Loan Party; (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 or consistent with past practice; (n) Indebtedness in respect of Hedge Agreements, Specified Hedge Agreements or Specified Hedge Agreements (as defined in the ABL Credit Agreement as in effect on the date hereof) entered into not for speculative purposes; (o) additional Indebtedness in an aggregate principal amount not to exceed at any time the greater of (A) $65.0 million and (B) 40.0% of Consolidated EBITDA for the Relevant Reference Period at the time of incurrence thereof; (p) (i) Permitted Term Loan Refinancing Indebtedness, (ii) Incremental Equivalent Debt, (iii) Permitted Exchange Notes, (iv) any Refinancing Indebtedness in respect of any of the foregoing and (v) Guarantee Obligations by the Guarantors in respect of each of the foregoing; (q) Indebtedness representing trade debt, wages, employee benefits, advance payments on sales contracts deferred compensation or similar obligations to employees of the Borrower and other indebtedness its Subsidiaries incurred in the ordinary course of business; (dr) Indebtedness existing as consisting of obligations of the date Group Members under deferred compensation or other similar arrangements with employees incurred by such Person in connection with acquisitions of this Agreement secured by liens permitted by subsection (a) of Section 5.7Persons or businesses or divisions; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (fs) Indebtedness in respect of final judgments for the payment letters of money not in excess of $10,000 credit, surety bonds, bank guarantees, bankers’ acceptances or similar instruments issued or created in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period ordinary course of less than thirty (30) days or business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided, that upon the drawing of such 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 the Administrative Agent) unless the amount or validity of such obligations are being contested in good faith by appropriate proceedings and with respect to which a stay of execution shall reserves in conformity with GAAP have been provided on the books of the Borrower or its Restricted Subsidiaries, as the case may be; (t) Indebtedness in respect of self-insurance obligations, supply chain financing transactions, statutory obligations, trade contracts, governmental contracts (other than for borrowed money), performance, tender, bid, release, stay, customs, appeal, surety, documentary letters of credit, performance and/or return of money bonds, completion guarantees, leases and similar obligations provided by or obtained pending by any Group Member, in each case in the ordinary course of business, and Guarantee Obligations, indemnities (including through cash collateralization), letters of credit, surety bonds (including any Surety Bonds), performance bonds and similar instruments supporting such obligations; (u) Indebtedness in an appeal or proceeding for review.amount not to exceed the greater of (A) $30.0 million and (B) 20.0% of Consolidated EBITD

Limitation on Indebtedness. Neither the Borrower nor (a) The Company shall not, and shall not permit any of its the Restricted Subsidiaries will createto, incurdirectly or indirectly, assume, or become, be or remain liable in any manner in respect of, or allow to exist, Incur any Indebtedness or issue Disqualified Stock and shall not permit any of the Restricted Subsidiaries to issue Preferred Stock other than to (which term shall include: all indebtednessand so long as it is held by) the Company or a Wholly-Owned Subsidiary; PROVIDED, obligations HOWEVER, that the Company and liabilities which a Guarantor may Incur Indebtedness and the Company may issue Disqualified Stock, if on the date thereof and immediately after giving PRO FORMA effect thereto and the use of the proceeds thereof (in accordance with generally accepted accounting principles would be reflected on the balance sheet definition of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet"Consolidated Coverage Ratio"), except for: the Consolidated Coverage Ratio is at least equal to (ai) the Note 2.00:1.00 on or prior to May 1, 2001, and any other obligations owed to the Lender under this Agreement or otherwise;(ii) 2.25:1.00 after May 1, 2001. (b) Indebtedness Notwithstanding the foregoing paragraph (a), each and all of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached hereto;following shall be permitted: (ci) Indebtedness representing trade debtIncurred by the Company or any Guarantor pursuant to the Credit Facility (including, wageswithout limitation, employee benefitsany renewal, advance payments on sales contracts and other indebtedness incurred extension, refunding, restructuring, replacement or refinancing thereof referred to in the ordinary course of business; (d) Indebtedness existing as of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxesdefinition thereof); PROVIDED, assessmentsHOWEVER, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and (f) Indebtedness in respect of final judgments for the payment of money not in excess of $10,000 in the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (i) does not exceed $175.0 million at any time outstanding (excluding sums covered PROVIDED, that any refinancing of the Credit Facility incurred under Section 10.12(a) shall be deemed not to be outstanding under or Incurred pursuant to this clause (i)), less the aggregate principal amount thereof required to be repaid with the net proceeds of Asset Dispositions (to the extent, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has been terminated); (ii) Indebtedness Incurred by insurancethe Company or any Guarantor represented by Capitalized Lease Obligations, mortgage financing or purchase money obligations, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in a Related Business or Incurred to refinance any such purchase price or cost of construction or improvement, in each case Incurred no later than 365 days after the date of such acquisition or the date of completion of such construction or improvement; PROVIDED, HOWEVER, that the principal amount of any Indebtedness Incurred pursuant to this clause (ii) remaining unsatisfied shall not exceed $10.0 million at any time outstanding; (iii) Permitted Indebtedness; and (iv) Indebtedness Incurred by the Company or any Guarantor (other than Indebtedness described in clauses (i)-(iii) above) in a principal amount outstanding which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (iv) and then outstanding, will not exceed $20.0 million (it being understood that any Indebtedness Incurred under this clause (iv) shall cease to be deemed Incurred or outstanding for purposes of this clause (iv) but shall be deemed to be Incurred for purposes of Section 10.12(a) from and after the first date on which the Company or such Guarantor could have Incurred such Indebtedness under such Section 10.12(a) without reliance upon this clause (iv)). For purposes of determining compliance with this Section 10.12, in effect for the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this Section 10.12, the Company in its sole discretion shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types and such item of Indebtedness may be divided and classified in more than one of such types. (c) The Company will not permit any period of less Unrestricted Subsidiary to Incur any Indebtedness other than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewNon-Recourse Debt.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (c) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5, wagesincluding Indebtedness evidenced by the Existing Notes, employee benefits, advance payments on sales contracts and other indebtedness incurred in the ordinary course of businessPermitted Refinancings thereof; (d) Indebtedness existing as not to exceed $50,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the date cost of this Agreement acquiring any Property (and which Indebtedness is secured by liens Liens permitted by subsection (a5.1(h)) of Section 5.7and Permitted Refinancings thereof; (e) Liabilities for taxes(i) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b) and (ii) the Holdco Loan; provided that, assessmentsin each case, governmental charges, liens or claims described in Section 5.12 hereof such Indebtedness is subordinated to the extent that Obligations as to right and time of payment thereof is not required by such Section 5.12; andand as to other rights and remedies thereunder on terms reasonably satisfactory to the Administrative Agent; (f) unsecured Subordinated Indebtedness in respect of final judgments for the payment of money not in excess of to exceed $10,000 50,000,000 in the aggregate at any time outstanding (excluding sums covered provided no such cap shall apply if (i) interest on such Subordinated Indebtedness is capitalized for the duration of its term or (ii) if Excess Availability would have exceeded $125,000,000 at all times during the 30 days immediately preceding the incurrence thereof (pro forma after giving effect to such Subordinated Indebtedness); provided that (x) no Default or Event of Default is in existence at the time such Credit Party becomes liable with respect to such Indebtedness, or would result therefrom and (y) the Consolidated Fixed Charge Coverage Ratio exceeds 1.25 to 1.00 (calculated for the fiscal month most recently ended prior to the incurrence of such Subordinated Indebtedness for which financial statements have been delivered pursuant to Section 4.1 on a pro forma basis after giving effect to such incurrence); (g) Indebtedness assumed in connection with any Permitted Acquisition (and Permitted Refinancings thereof); provided that such Indebtedness shall not have been incurred by insuranceany party in contemplation of such Permitted Acquisition and such Indebtedness (and any guarantee thereof) remaining unsatisfied shall be permitted under Section 5.1 and Section 5.9, respectively, on a pro forma basis at the time of such assumption; (h) Indebtedness evidenced by the High Yield Notes and Permitted Refinancings thereof (including any guarantees thereof by the Credit Parties); and (i) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in effect for any period each case incurred in the Ordinary Course of less than thirty (30) days or Business, and reimbursement obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing); (j) to the extent constituting Indebtedness, sale and leaseback transactions permitted under Section 5.2; and (k) other unsecured Indebtedness not exceeding $50,000,000 in the aggregate at any time outstanding (provided no such cap shall apply if Excess Availability would have exceeded $125,000,000 at all times during the 30 days immediately preceding the incurrence thereof (pro forma after giving effect to such Indebtedness); provided that (i) no Default or Event of Default is in existence at the time of such incurrence or would result therefrom and (ii) the Consolidated Fixed Charge Coverage Ratio exceeds 1.25 to 1.00 (calculated for the fiscal month most recently ended prior to the incurrence of such Subordinated Indebtedness for which a stay of execution shall financial statements have been obtained pending an appeal or proceeding for reviewdelivered pursuant to Section 4.1 on a pro forma basis after giving effect to such incurrence).

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed to the Lender under this Agreement or otherwiseObligations; (b) Indebtedness consisting of Contingent Obligations described in clause (j) of the Borrower existing as definition of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoIndebtedness and permitted pursuant to Section 5.8; (c) Indebtedness representing trade debtexisting on the Closing Date and set forth in Schedule 5.5 (excluding Indebtedness of Foreign Subsidiaries under local lines of credit) (plus any accrued but unpaid interest, wagesredemption premium and reasonable fees and expenses, employee benefitswhich may be converted to principal) including Permitted Refinancings thereof; (d) Indebtedness consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h) and Permitted Refinancings thereof in an amount not to exceed the lesser of (y) $6,000,000 and (z) the aggregate principal amount thereof outstanding as of the Closing Date; provided, advance payments on sales contracts in no event shall Borrower and its Domestic Subsidiaries incur any Indebtedness of the type described in the foregoing provisions of this clause (d) in an aggregate amount in excess of the lesser of (y) $3,000,000 and (z) such Indebtedness of such Persons outstanding as of the Closing Date; (e) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b) or (s); (f) Existing Indebtedness of the Borrower, which may be guaranteed by the other indebtedness incurred Credit Parties, not to exceed the amount of Initial Term Loans (as defined in the Existing Credit Agreement) outstanding as of the Closing Date plus the amount of outstanding revolving loan commitments under the Existing Credit Agreement as of the Closing Date (as reduced by any repayments of principal thereof); (g) [Intentionally Omitted]; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within four Business Days of its incurrence; (i) customary obligations of the Borrower and its Subsidiaries to banks in respect of netting services, overdraft protections and similar arrangements in each case in connection with maintaining deposit accounts in the ordinary course of business; (dj) Indebtedness existing as consisting of the date financing of this Agreement secured insurance premiums in the Ordinary Course of Business; (k) Indebtedness of Foreign Subsidiaries of the Borrower under local lines of credit (inclusive of any local lines of credit existing on the Closing Date) for the working capital and general corporate purposes of such Foreign Subsidiaries in an aggregate principal amount not to exceed $17,500,000 at any time outstanding; (l) unsecured subordinated Indebtedness of Holdings issued in connection with the redemption of Stock and Stock Equivalents of Holdings permitted under subsection 5.9(c) so long as (i) such Indebtedness is not guaranteed by liens any Subsidiary of Holdings, (ii) such Indebtedness does not require the payment of any principal, premium, interest, fees or other amounts owing in respect thereof except as, and to the extent, permitted by subsection 5.9(c), (aiii) such Indebtedness does not have any maturity, amortization, redemption, sinking fund or other similar payment prior to the later of Section 5.7(x) the one (1) year anniversary of the latest Maturity Date then in effect and (y) the date that one (1) year after the latest maturity date then in effect for the Existing Loans, (iv) such Indebtedness does not have any covenants or defaults (other than a bankruptcy of Holdings and non-payment of such Indebtedness but otherwise subject to the subordination provisions thereof), (v) the subordination provisions thereof in favor of Agent, the Lenders and the L/C Issuers are reasonably satisfactory to Agent and (vi) the form and substance of such Indebtedness is otherwise reasonably satisfactory to Agent (such Indebtedness is referred to herein as “Shareholder Subordinated Notes”); (em) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and[Intentionally Omitted]; (fn) [Intentionally Omitted]; (o) [Intentionally Omitted]; (p) unsecured Indebtedness in respect of final judgments for the payment Foreign Subsidiaries of money Holdings not in excess of exceeding $10,000 20,000,000 in the aggregate at any time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewoutstanding.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness pursuant to the Lender under this Agreement or otherwiseLoan Documents; (b) Indebtedness of to any other Loan Party; provided that any such Indebtedness to the Borrower existing as of Parent shall be subordinated to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoObligations on terms and conditions reasonably satisfactory to the Administrative Agent; (c) Indebtedness representing trade debt(including, wageswithout limitation, employee benefits, advance payments on sales contracts and other indebtedness incurred Capital Lease Obligations) secured by Liens permitted by Section 6.2(g) in the ordinary course of businessan aggregate principal amount not to exceed $750,000 at any one time outstanding; (d) Indebtedness existing as outstanding on the Closing Date and listed on Schedule 6.1(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the date maturity of this Agreement secured by liens permitted by subsection (a) of Section 5.7any principal amount thereof); (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Guarantee Obligations of any Indebtedness otherwise permitted by this Section 5.12 hereof 6.1 and Guarantee Obligations of the Borrower with respect to the extent Obligations of the Parent under the New York Lease; provided, however, that payment so long as the Borrower or any of its Subsidiaries guarantees such obligations of the Parent, each Subsidiary of the Parent (other than the Borrower and its Subsidiaries) shall execute and deliver a guaranty of such obligations of the Parent in substantially the same form as the guaranty executed by the Borrower; (f) unsecured, senior subordinated or subordinated Indebtedness (including any unsecured, senior subordinated or subordinated guarantees thereof) (such Indebtedness and/or guarantees incurred under this clause (f) or refinancings thereof being collectively referred to as the “Permitted Subordinated Indebtedness”); provided that (i) no scheduled principal payments, prepayments, redemptions or sinking fund or like payments of any Permitted Subordinated Indebtedness shall be required prior to the date at least 180 days after the Loan Maturity, (ii) the terms of subordination applicable to any Permitted Subordinated Indebtedness shall be reasonably satisfactory to the Administrative Agent and shall, in any event, define “senior indebtedness” or a similar phrase for purposes thereof to include all of the Obligations of the Loan Parties, (iii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom and (iv) after giving effect to the incurrence of such Permitted Subordinated Indebtedness, the Borrower shall be in pro forma compliance with Section 7; (g) so long as the Subordination Agreement is in full force and effect, obligations for any Earn-Out Consideration; (h) indebtedness under Hedge Agreements entered into in the ordinary course of business in order to mitigate interest rate, currency or similar risks and not required by such Section 5.12for speculative purposes, in an aggregate notional amount not to exceed $750,000; and (fi) additional Indebtedness of the Borrower or any of its Subsidiaries in respect of final judgments an aggregate principal amount (for the payment of money Borrower and all Subsidiaries) not in excess of to exceed $10,000 in the aggregate 750,000 at any one time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewoutstanding.

Limitation on Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments existing on sales contracts the Closing Date and other indebtedness incurred set forth in Schedule 5.5 including extensions and refinancings thereof which do not increase the ordinary course principal amount of businesssuch Indebtedness as of the date of such extension or refinancing; (d) Indebtedness existing as not to exceed $3,000,000 in the aggregate at any time outstanding, consisting of the date of this Agreement Capital Lease Obligations or secured by liens Liens permitted by subsection (a) of Section 5.75.1(h); (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof unsecured intercompany Indebtedness permitted pursuant to the extent that payment thereof is not required by such Section 5.12; andsubsection 5.4(b); (f) unsecured Indebtedness in respect owed to insurance companies consisting of final judgments for financed insurance premiums by such insurance companies so long as the payment aggregate principal amount of money such Indebtedness does not in excess exceed $3,000,000 at any time outstanding and the term of $10,000 any such notes payable does not exceed one year; (g) reimbursement obligations under the SunTrust Letter of Credit and the ▇▇▇▇▇ Fargo Letter of Credit; (h) other unsecured Indebtedness not exceeding in the aggregate at any time outstanding $250,000; and (excluding sums covered by insurancei) remaining unsatisfied other unsecured Indebtedness subordinated to the Obligations in amounts and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewon terms satisfactory to the Agent.

Limitation on Indebtedness. Neither the Borrower nor The Company shall not, and shall not cause or permit any of its Subsidiaries will createRestricted Subsidiary to, incurdirectly or indirectly, assume, or become, be or remain liable in any manner in respect of, or allow to exist, Incur any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheetincluding Acquired Indebtedness), except forfor Permitted Indebtedness; provided, however, that the Company may Incur Indebtedness (including Acquired Indebtedness), and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), if, at the time of and immediately after giving pro forma effect to such Incurrence of Indebtedness and the application of the proceeds therefrom, the Consolidated Coverage Ratio would be greater than 2.00 to 1.0. The foregoing limitations will not apply to the Incurrence by the Company or any Restricted Subsidiary of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (a) Indebtedness under the Note Securities, the Indenture and any other obligations owed to the Lender under this Agreement or otherwiseGuarantees; (b) Indebtedness of Incurred under a credit facility (including the Borrower existing as of Existing Credit Facility) or credit facilities in an aggregate principal amount at any one time outstanding not to exceed $80 million or the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretonon-U.S. denominated equivalent thereof; (c) Indebtedness under the 10-3/8% Notes; (d) intercompany Indebtedness permitted under Section 4.06; (e) Interest Rate Agreements and Currency Agreements of the Company relating to Indebtedness of the Company (which Indebtedness is otherwise permitted to be Incurred under this covenant); (f) Existing Indebtedness (other than Indebtedness under the Existing Credit Facility); (g) Indebtedness to the extent representing trade debta replacement, wagesrenewal, employee benefitsrefinancing or extension (collectively, advance payments on sales contracts a "refinancing") of outstanding Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the first paragraph of this covenant or clauses (a), (c) and (f) of this paragraph of this covenant; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount (or accreted amount (determined in accordance with GAAP), if less) of the Indebtedness being refinanced, plus the amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other indebtedness than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness may only be refinanced with Subordinated Indebtedness and (iv) Indebtedness of a Restricted Subsidiary may only be refinanced by Indebtedness of such Restricted Subsidiary or the Company; (h) the Guarantees and guarantees by any Guarantor of any Indebtedness of the Company; (i) Indebtedness 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 Restricted Subsidiary pursuant to such agreements, incurred or assumed in connection with the acquisition or disposition of any business, assets or Restricted Subsidiary of the Company, other than guarantees or similar credit support by the Company of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; , provided that such Indebtedness referred to in this clause (dj) Indebtedness existing as is extinguished within three Business Days of the date of this Agreement secured by liens permitted by subsection (a) of Section 5.7; (e) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12its incurrence; and (fk) In addition to the items referred to in clauses (a) through (j) above, Indebtedness in respect of final judgments for the payment of money Company and the Restricted Subsidiaries (including any Indebtedness under the Existing Credit Facility, any Purchase Money Indebtedness and/or any Capital Lease Obligations that utilizes this subparagraph (k)) having an aggregate principal amount and/or attributable indebtedness not in excess of to exceed $10,000 in the aggregate 25 million at any one time outstanding (excluding sums covered by insurance) remaining unsatisfied and in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewoutstanding.

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will Directly or indirectly, create, incur, assume, guaranty or become, be suffer to exist any Indebtedness or otherwise become or remain directly or indirectly liable in with respect to any manner in respect ofIndebtedness, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note Indebtedness pursuant to any Loan Document (including Indebtedness under any Incremental Facility and any other obligations owed to the Lender under this Agreement or otherwiseExtended Revolving Credit Commitments); (b) intercompany Indebtedness of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretopermitted pursuant to Section 6.7; (c) Indebtedness representing trade debtconsisting of (A) (i) Capital Lease Obligations or (ii) purchase money obligations (including obligations in respect of mortgage, wagesindustrial revenue bond, employee benefitsindustrial development bond and similar financings) to finance or refinance (within 270 days of the acquisition or replacement or completion of construction, advance payments 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 $40.0 million and 30.0% of Consolidated EBITDA for the Relevant Reference Period; (d) Indebtedness outstanding on sales contracts the date hereof and listed on Schedule 6.2(d); provided, that any such Indebtedness owed by any Borrower Loan Party to a Subsidiary that is not a Borrower Loan Party shall be evidenced by a Subordinated Intercompany Note (or, to the extent customary under applicable Requirements of Law, such other customary note or debt instrument) and subordinated to the Obligations on the terms set forth therein; (e) Guarantee Obligations, letters of credit, indemnities (including through cash collateralization), surety bonds, performance bonds and similar obligations (i) made in the ordinary course of business by any Borrower Group Member of obligations (other than in respect of Indebtedness for borrowed money) of (x) any Restricted Subsidiaries, (y) any special purpose entities in connection with any construction or development projects relating to the business of the Borrower Group Members or (z) any joint venture involving the commercial and industrial insulation division of any Borrower Group Member, (ii) of any Borrower Group Member in respect of Indebtedness of any Borrower Group Member otherwise permitted to be incurred by any such Borrower Group Member, as the case may be, under this Section 6.2 (other than Section 6.2(d)), and (iii) of any Borrower Group Member 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, indemnities (including through cash collateralization), surety bond, performance bonds or similar obligation by any Restricted Subsidiary in respect of any Indebtedness of any Borrower 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, indemnities (including through cash collateralization), surety bond, performance bonds or similar obligation of a Borrower Loan Party in respect of Indebtedness of a Subsidiary or other Person that is not a Borrower Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7, (D) in the case of clause (i)(z) above, the aggregate amount of all obligations at any one time outstanding shall not exceed $30.0 million and (E) in the case of clause (i)(z), such Indebtedness is unsecured; (f) any Indebtedness so long as either (i) 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 6.00:1.00 at the time of incurrence thereof or (ii) solely with respect to unsecured Indebtedness, the Interest Coverage Ratio determined on a Pro Forma Basis for the Relevant Reference Period is not less than 2.00:1.00, as if the additional Indebtedness had been incurred at the beginning of such four-quarter period; provided, that the aggregate principal amount of Indebtedness at any one time outstanding pursuant to this clause (f) in respect of which any obligor is a Non-Loan Party Subsidiary shall not exceed the greater of $45.0 million and 35.0% of Consolidated EBITDA for the Relevant Reference Period; (g) Indebtedness of any Borrower Group Member or of any Person that becomes a Restricted Subsidiary, in each case to the extent assumed in connection with a Permitted Acquisition or other acquisition permitted under Section 6.7 so long as either (i) 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 6.00:1.00 at the time of incurrence thereof or (ii) solely with respect to unsecured Indebtedness, the Interest Coverage Ratio for the Relevant Reference Period is not less than 2.00:1.00 or (y) no less than the Interest Coverage Ratio in effect immediately prior to such acquisition, in each case, determined on a Pro Forma Basis as if the additional Indebtedness had been incurred at the beginning of such four-quarter period, and any Refinancing Indebtedness with respect thereto; provided, that 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; provided, further that the aggregate principal amount of Indebtedness at any one time outstanding pursuant to this clause (g) assumed in connection with a Permitted Acquisition of a Restricted Subsidiary that does not become a Loan Party shall not exceed the greater of $45.0 million and 35.0% of Consolidated EBITDA for the Relevant Reference Period; (h) Indebtedness in respect of the Senior Secured Notes or any Senior Secured Bridge Debt, as applicable (including, in each case, Guarantee Obligations in respect thereof) in an aggregate principal amount not to exceed $575.0 million at any time outstanding and any Refinancing Indebtedness with respect thereto; (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 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; provided that the maximum liability in respect of such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Initial Borrower and the Restricted Subsidiaries in connection with such disposition; (l) Indebtedness of Non-Loan Party Subsidiaries in an aggregate principal amount (for all Non-Loan Party Subsidiaries) not to exceed the greater of $45.0 million and 35.0% of Consolidated EBITDA for the Relevant Reference Period at any time outstanding; (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 or consistent with past practice; (n) Indebtedness in respect of Hedge Agreements or Specified Hedge Agreements entered into not for speculative purposes; (o) additional Indebtedness in an aggregate principal amount not to exceed the greater of $55.0 million and 40.0% of Consolidated EBITDA for the Relevant Reference Period at any time outstanding; (p) [reserved]; (q) Indebtedness representing deferred compensation or similar obligations to employees of Holdings, the Initial Borrower and the Subsidiaries incurred in the ordinary course of business; (dr) Indebtedness existing as consisting of obligations of the date Group Members 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 6.7 constituting acquisitions of this Agreement secured by liens permitted by subsection (a) of Section 5.7Persons or businesses or divisions; (es) Liabilities for taxes, assessments, governmental charges, liens or claims described in Section 5.12 hereof to the extent that payment thereof is not required by such Section 5.12; and[reserved]; (ft) Indebtedness in respect of final judgments (a) workers’ compensation claims, self-insurance obligations, statutory obligations, supply chain financing transactions, trade contracts, governmental contracts (other than for borrowed money), performance, tender, bid, release, stay, documentary letters of credit, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the payment Initial Borrower or a Restricted Subsidiary or relating to liabilities, obligations or guarantees incurred in the ordinary course of money business or consistent with past practice; (b) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (c) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (d) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations incurred pursuant to clause (a) of this clause (t) in the ordinary course of business or consistent with past practice; and (e) any customary treasury, depositary, cash management, automatic clearinghouse arrangements, overdraft protections, cash pooling or netting or setting off arrangements or similar arrangements in the ordinary course of business or consistent with past practice; (u) Indebtedness in an aggregate principal amount not to exceed $30.0 million at any time incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to the Initial Borrower or any Borrower Group Member other than (A) one or more Permitted Receivables Financing Subsidiaries and (B) pursuant to Standard Securitization Undertakings; (v) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2(d), (f), (g), (h), (l), (o) and (y) (it being understood and agreed that to the extent that any Indebtedness incurred under Section 6.2(f), (g), (l), (o) or (y) is refinanced with Refinancing Indebtedness under this clause (v), then the aggregate outstanding principal amount of such Refinancing Indebtedness shall also be deemed to utilize the related basket under the applicable clause of this Section 6.2 on a dollar-for-dollar basis (it being further understood that a Default shall be deemed not to have occurred solely to the extent that the incurrence of Refinancing Indebtedness would cause the permitted amount under such clause of this Section 6.2 to be exceeded and such excess shall be permitted hereunder)); (w) [reserved]; (x) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of $10,000 the stated amount of such Letter of Credit; (y) additional Indebtedness in an amount not to exceed the aggregate amount of capital contributions made to Holdings, or the amount of proceeds from the issuance of Qualified Capital Stock issued by Holdings, in each case after the Closing Date, so long as such amount (x) is contributed to the Initial Borrower as common Capital Stock, (y) does not constitute a part of any Excluded Contribution and (z) is not applied as an addback to Consolidated EBITDA pursuant to clause (1)(i) of the definition thereof; (z) unsecured Indebtedness owed to a Permitted Investor or Affiliate thereof that is expressly subordinate and junior in right of payment to the Obligations pursuant to subordination arrangements in form and substance reasonably acceptable to the Administrative Agent; provided, that such Indebtedness shall (i) have a final maturity no earlier than the date that is 91 days after the Latest Maturity Date at the time of issuance, (ii) not require any time outstanding (excluding sums covered by insurance) remaining unsatisfied and payments of interest in effect for any period of less than thirty (30) days cash or other amounts in respect of which a stay principal in cash prior to the date that is 91 days after the Latest Maturity Date at the time of execution issuance, (iii) not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary asset sale or change of control provisions) and (iv) not be subject to any financial maintenance covenant; (aa) Indebtedness constituting Attributable Indebtedness, to the extent the underlying Sale and Leaseback Transaction giving rise to such Attributable Indebtedness is permitted under Section 6.10; and (bb) 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 (aa) above; (cc) unsecured guarantees by any Borrower or any other Borrower Group Member of the obligations of any other Borrower Group Member under operating leases or other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course of business; provided, that to the extent any Indebtedness incurred in reliance on clause (f), (g), (l), (o) or (y) of this Section 6.2 is used to finance, in whole or in part, any Limited Conditionality Transaction, then for purposes of determining compliance under such clause, the Initial Borrower shall have been obtained pending an appeal the option of making the applicable determination as of the date the definitive documentation for such Permitted Acquisition or proceeding permitted Investment is executed, or the redemption or prepayment notice is given (and the applicable financial ratios, Excess Availability or basket shall be calculated as if the Limited Conditionality Transaction and other Pro Forma Transactions in connection therewith, were consummated on such date until consummated or terminated); provided that (i) Excess Availability is subject to the limits of the Acquired Asset Borrowing Base, if applicable, (ii) the foregoing proviso shall be not applicable for review.purposes of Section 4.2 (other than Sections 4.2(a) and (b) to the extent set forth in Section 2.20(c)) and (iii) if the Initial Borrower elects to have such determinations occur as of the date such definitive agreement or redemption or prepayment notice, any related incurrence of Indebtedne

Limitation on Indebtedness. Neither the Borrower nor any of its Subsidiaries will createCreate, incur, assumeassume or suffer to exist any Indebtedness, or become, be or remain liable in any manner in respect of, or allow to exist, any Indebtedness (which term shall include: all indebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments which, in accordance with generally accepted accounting principles, would be classified as a liability on its balance sheet), except forexcept: (a) the Note and Indebtedness of any other obligations owed Loan Party pursuant to the Lender under this Agreement or otherwiseany Loan Document; (b) Indebtedness of the Parent Borrower existing as to any Subsidiary and of any Subsidiary Guarantor to the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretoParent Borrower or any other Subsidiary; (c) Indebtedness representing trade debtsecured by Liens permitted by Section 7.3(g); provided that the Parent Borrower shall be in compliance, wageson a pro forma basis after giving effect to the incurrence of such Indebtedness, employee benefitswith the financial covenants contained in Section 7.1 recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of each relevant period for testing such compliance; provided, advance payments further, that no Indebtedness may be incurred pursuant to this Section 7.2(c) during the Suspension Period. (d) Capital Lease Obligations in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on sales contracts the date of incurrence of such Capital Lease Obligations) at any one time outstanding; (e) Indebtedness outstanding on the Closing Date and other indebtedness incurred listed on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof); (f) guarantees made in the ordinary course of businessbusiness by the Parent Borrower or any of its Subsidiaries of obligations of any Subsidiary Guarantor; (dg) Indebtedness existing of the Parent Borrower or its Subsidiaries on account of industrial revenue bonds in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness) at anyone one time outstanding; (h) guarantees made in the ordinary course of business by the Parent Borrower or any of its Subsidiaries of lease obligations of their customers in respect of equipment sold by the Parent Borrower or any of its Subsidiaries to a third party and then leased to such customer in an aggregate amount outstanding at any time not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (i) Indebtedness in respect of letters of credit (not otherwise permitted under this Section 7.2) outstanding in the ordinary course of business in an aggregate face amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (j) Indebtedness of (i) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (ii) any Subsidiary Guarantor to any Subsidiary that is not a Loan Party; (k) Indebtedness of any Foreign Subsidiary or Foreign Subsidiary Holdco to the Parent Borrower or any other Subsidiary (so long as no Default or Event of Default shall have occurred and be continuing at the time of the incurrence of such Indebtedness); provided that (x) the requirements of Section 6.9 are satisfied and (y) the aggregate principal amount of such Indebtedness at any time outstanding shall not exceed (A) during the Suspension Period, $50,000,000 and (B) otherwise, the greater of (1) $150,000,000 and (2) 10.0% of Consolidated Total Tangible Assets (measured on the date of incurrence of such Indebtedness); provided, further, that any Indebtedness permitted by this Section 7.2(k) shall be evidenced by a note or similar instrument and pledged in accordance with Section 6.9 and the Guarantee and Collateral Agreement; (i) Permitted Unsecured Indebtedness; provided that (x) at the time of, and after giving effect to, the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing (or, with respect to any Permitted Unsecured Indebtedness incurred to finance the Filtration Acquisition, no Event of Default under clause (a) or clause (f) of Article VIII shall have occurred and be continuing) and (y) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenant contained in Section 7.1(b), in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period (or, at the election of the Parent Borrower, with respect to any Permitted Unsecured Indebtedness incurred to finance the Filtration Acquisition, the Consolidated Total Leverage Ratio of the Parent Borrower and its Subsidiaries, on a pro forma basis after giving effect to the incurrence of such Indebtedness, shall not exceed 5.75 to 1.00 (or, if the Parent Borrower issues at least $75 million of Capital Stock after the date of execution of the Filtration Acquisition Agreement but on or prior to the consummation of the Filtration Acquisition, 5.25 to 1.00) recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as of the date of execution of the Filtration Acquisition Agreement as if the Filtration Acquisition and related financings or other transactions (without regard to the making of any earn-out payments) had occurred on the first day of the relevant period for testing such compliance) and (ii) any guarantee by any Subsidiary in respect of any Permitted Unsecured Indebtedness; provided that (x) no Subsidiary that is not a Loan Party shall guarantee any Permitted Unsecured Indebtedness and (y) any such guarantee in respect of Permitted Unsecured Indebtedness shall be unsecured; provided, further, that no Indebtedness may be incurred pursuant to this Agreement secured by liens permitted by subsection (aSection 7.2(l) during the Suspension Period unless the Net Cash Proceeds of such Indebtedness are applied to prepay the Term Loans as set forth in Section 5.72.12(f) within five Business Days after such incurrence; (em) Liabilities for taxesIndebtedness incurred in connection with or in substitution or replacement of a Receivables Transfer Program in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) 7.5% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (i) Permitted Subordinated Indebtedness; provided that the Parent Borrower shall be in compliance, assessmentson a pro forma basis after giving effect to the incurrence of such Indebtedness, governmental charges, liens or claims described with the financial covenant contained in Section 5.12 hereof 7.1(b), recomputed on a pro forma basis as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period and (ii) any guarantee by any Subsidiary in respect of any Permitted Subordinated Indebtedness; provided that (x) no Subsidiary that is not a Loan Party shall guarantee any Permitted Subordinated Indebtedness and (y) any such guarantee shall be subordinated to the extent prior payment in full of the Obligations on the same basis as the related Permitted Subordinated Indebtedness; provided, further, that payment thereof no Indebtedness may be incurred pursuant to this Section 7.2(n) during the Suspension Period unless the Net Cash Proceeds of such Indebtedness are applied to prepay the Term Loans as set forth in Section 2.12(f) within five Business Days after such incurrence ; (o) unsecured Indebtedness not otherwise permitted by this Section 7.2 in an aggregate principal amount not to exceed (i) during the Suspension Period, $25,000,000 and (ii) otherwise, the greater of (A) $60,000,000 and (B) 3.25% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (p) (i) Obligations under or in respect of interest rate Swap Agreements up to an aggregate notional principal amount not to exceed at any time an amount equal to the Commitments of all the Lenders in the aggregate at such time, (ii) Obligations owing under Swap Agreements entered into in order to manage existing or anticipated exchange rate or commodity price risks and not for speculative purposes, (iii) Obligations in respect of Swap Agreements entered into in connection with any Permitted Bond Hedge Transaction and (iv) Obligations in respect of Swap Agreements entered into in connection with any Permitted Warrant Transaction; (q) Indebtedness of a Subsidiary of the Parent Borrower acquired pursuant to the Filtration Acquisition; provided that the Consolidated Senior Secured Leverage Ratio of the Parent Borrower and its Subsidiaries, computed on a pro forma basis as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as of the date of execution of the Filtration Acquisition Agreement giving effect to the Indebtedness contemplated by this clause (q) and calculated as if the Filtration Acquisition and related financings or other transactions (without regard to the making of any earn-out payments) had occurred on the first day of the relevant period for testing such compliance, is not required by such Section 5.12no greater than 4.00 to 1.00; and (fr) Indebtedness of the Parent Borrower and the Restricted Subsidiaries assumed in respect connection with Permitted Business Acquisitions or similar Investments so long as (i) after giving effect to the assumption of final judgments such Indebtedness and such Permitted Business Acquisition on a pro forma basis as of the last day of the most recent period of four consecutive fiscal quarters have been delivered, the Parent Borrower shall be in compliance, on a pro forma basis with the financial covenants contained in Section 7.1(a) and (b), in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Restricted Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the payment first day of such period, (ii) before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (iii) any such Indebtedness shall be unsecured or secured only by a mortgage, purchase money security interest, Capital Lease Obligation or similar arrangement on the Property acquired in connection with such Permitted Business Acquisition or similar Investment (and any accessions thereto or improvements thereon), and no Lien shall extend to cover any other Property of the Parent Borrower or any Subsidiary Guarantor; provided that no Indebtedness may be incurred pursuant to this Section 7.2(r) during the Suspension Period. For purposes of determining compliance with this Section 7.2, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness described in excess of $10,000 Section 7.2(a) through (r) but may be permitted in part under any combination thereof and (B) in the aggregate at event that an item of Indebtedness (or any time outstanding portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness described in Sections 7.2(a) through (excluding sums covered by insurancer), the Parent Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) remaining unsatisfied in any manner that complies with this Section 7.2 and will only be required to include the amount and type of such item of Indebtedness (or any portion thereof) in effect for any period one of less than thirty (30) days the above clauses and such item of Indebtedness shall be treated as having been incurred or in respect existing pursuant to only one of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewsuch clauses.

Limitation on Indebtedness. Neither the The Borrower nor shall not, and shall not suffer or permit any of its Subsidiaries will to, create, incur, assume, or become, be or remain liable in any manner in respect of, or allow suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (which term shall include: all indebtednessIndebtedness, obligations and liabilities which in accordance with generally accepted accounting principles would be reflected on the balance sheet of the Borrower as a liability; all indebtedness, obligations and liabilities, whether or not assumed by Borrower or any Subsidiary, secured by any mortgage, pledge or lien existing on property owned by the Borrower or any Subsidiary; and all amounts representing rental payments whichexcept, in accordance with generally accepted accounting principleseach instance, would be classified as a liability on its balance sheet)provided the same is permitted, except forand solely to the extent permitted, under the High Yield Unsecured Documents: (a) the Note and any other obligations owed Indebtedness incurred pursuant to the Lender under this Agreement or otherwiseAgreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the Borrower existing as of the date of this Agreement which is specifically disclosed in Schedule 5.5 attached heretodefinition thereof and permitted pursuant to Section 5.9; (c) Indebtedness representing trade debt, wages, employee benefits, advance payments of the Borrower’s Subsidiaries existing on sales contracts the Restatement Effective Date and other indebtedness incurred set forth in Schedule 5.5 including extensions and refinancings thereof which do not increase the ordinary course principal amount of businesssuch Indebtedness as of the date of such extension or refinancing; (d) Indebtedness existing as of the date Borrower’s Subsidiaries not to exceed $10,000,000 in the aggregate at any time outstanding, consisting of this Agreement Capital Lease Obligations or secured by liens Liens permitted by subsection (a) of Section 5.75.1(h); (e) Liabilities for taxesHigh Yield Unsecured Indebtedness not to exceed $120,000,000 in the aggregate principal amount at any time outstanding (reduced from time to time by principal payments made thereon, assessments, governmental charges, liens or claims described in Section 5.12 hereof the making of which remain subject to the extent that payment thereof is not required provisions of this Agreement) evidenced by such Section 5.12; andthe High Yield Unsecured Notes and Contingent Obligations of the Borrower’s Subsidiaries resulting from unsecured guarantees thereof; (f) unsecured intercompany Indebtedness in respect permitted pursuant to subsection 5.4(b); (g) other unsecured Indebtedness of final judgments for the payment of money Borrower’s Subsidiaries not in excess of $10,000 exceeding in the aggregate at any time outstanding $800,000, reduced by the aggregate amount of Contingent Obligations outstanding that are permitted pursuant to Section 5.9(i); (excluding sums covered by insuranceh) remaining unsatisfied and unsecured contingent Indebtedness of Grand Valley Acquisition Sub constituting the Grand Valley Earn-Out Obligation incurred in connection with the Grand Valley Asset Acquisition in an aggregate maximum potential amount not to exceed $1,000,000; and (i) unsecured contingent Indebtedness of Woodcraft constituting the Dimension Earn-Out Obligation incurred in connection with the Dimension Acquisition in an aggregate maximum potential amount not to exceed $7,000,000 plus accrued interest on the Dimension Earn-Out Obligation at the rate specified in the Dimension Purchase Agreement as in effect for any period of less than thirty (30) days or in respect of which a stay of execution shall have been obtained pending an appeal or proceeding for reviewon the Second Amendment Closing Date.