Common use of Limitation on Indebtedness Clause in Contracts

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) 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); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. (A) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or to any Guarantor owing Subsidiary of the Borrower and (ii) any Subsidiary to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a other Restricted Subsidiary that is not a Guarantor shall (x) be evidenced by of the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorBorrower; (dc) 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)business; (ed) subject to compliance with Section 10.5except as provided in clauses (j) and (k) below, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement; , provided that there shall be no Guarantee (Aa) if by a Restricted Foreign Subsidiary of any Indebtedness of the Indebtedness being guaranteed under this Section 10.1(eBorrower and (b) in respect of the Permitted Subordinated Debt, unless such Guarantee is made by a Guarantor and such Guarantee is unsecured and subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of same extent as the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any applicable Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeSubordinated Debt; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) lessors and (s)licensees; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, construction or improvement of such fixed or capital assets; assets or otherwise incurred in respect of Capital Expenditures permitted by Section 10.11, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date date hereof and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above, provided that the Borrower shall be in compliance on a Pro Forma Basis after giving effect aggregate amount of Indebtedness incurred pursuant to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and this subclause (iii) shall not exceed $25,000,000 at any Permitted Refinancing time outstanding, and (iv) any refinancing, refunding, renewal or extension of any Indebtedness issued specified in subclause (i), (ii) or incurred (iii) above, provided that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to Refinance any such Indebtednessrefinancing, refunding, renewal or extension; (hg) Indebtedness outstanding on the date hereof and listed on Schedule 10.1 and any Permitted Refinancing refinancing, refunding, renewal or extension thereof, 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, except to the extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness issued or incurred to Refinance such Indebtednessare not changed; (h) Indebtedness in respect of Hedge Agreements; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10Permitted Subordinated Debt; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: that (Aw) 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, , (Bx) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its SubsidiariesSubsidiary), , (C) (1y)(A) the Stock capital stock of such Person is pledged to the Collateral Administrative Agent to the extent required under Section 9.11(b) 9.12 and (2B) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and a joinder security arrangements in relation to the Intercompany NoteObligations) to the extent required under Sections 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (k)(i)(y) below then applies, and (z) the aggregate amount of such Indebtedness and all Indebtedness incurred under clause (k) below, when taken together, does not exceed $150,000,000 in the aggregate at any time outstanding, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition, provided that (x) such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the “acquired Person”) as a result of such Permitted Acquisition or the Restricted Subsidiary so incurring such Indebtedness) or, in each the case of Indebtedness of any Restricted Subsidiary, by the Borrower, (y)(A) the Borrower pledges the capital stock of such acquired Person to the Administrative Agent to the extent required under Section 9.11; provided that 9.12 and (B) such acquired Person executes a supplement to the assets covered by such pledges Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and security interests may, arrangements in relation to the Obligations) to the extent permitted by Section 10.2required under Sections 9.11 or 9.12, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; providedas applicable, further, provided that the requirements of this clause subclause (Cy) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (j)(i)(y) above then applies, and (z) the aggregate amount of such Indebtedness and all Indebtedness assumed or permitted to exist under clause (j) above, when taken together, does not exceed $150,000,000 in the aggregate at any time outstanding, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness of specified in subclause (i) above, provided that (x) the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption principal amount of any such Indebtedness, Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such acquisition refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to any related Pro Forma Adjustmentsuch Indebtedness are not changed, except to the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Periodextent otherwise permitted hereunder;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt Indebtedness incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes Secured Second Lien Term Loan Facility (and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing foregoing) in an aggregate principal amount outstanding not in excess of $125,000,000 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L H or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LH, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) 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 or consistent with past practice or industry 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); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred prior to or within 270 days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis Compliance immediately after giving effect to the incurrence of such Indebtedness with (and the Financial Performance Covenant, as such covenant is recomputed as at the last day use of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Periodproceeds thereof); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed (provided that any Indebtedness that is in excess of $1,000,000 individually shall only be permitted under this clause (h) to the extent such Indebtedness is set forth on Schedule 10.1 10.1) and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock Equity Interests of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, Guarantee and the Security Agreement and the Pledge Agreement Agreements and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, at the option of the Borrower, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(f), and (D) immediately after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustmenttransactions, the Borrower shall be in compliance on a Pro Forma Basis with Compliance; (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (k) (i) Indebtedness incurred to finance a Permitted Acquisition; provided that: (A) (1) the Financial Performance CovenantEquity Interests of such Person acquired in such Permitted Acquisition, as if any, is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such covenant Person executes supplements to each of the Guarantee and the applicable Security Agreements and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; (B) immediately after giving effect to the incurrence of any such Indebtedness, such acquisition and any related transactions, the Borrower shall be in Pro Forma Compliance; (C) the maturity of such Indebtedness is recomputed as not earlier than, and no mandatory repayment or redemption (other than customary change of control or asset sale offers or upon any event of default) is required prior to, 91 days after the Latest Maturity Date of any Facility hereunder (determined at the last day time of issuance or incurrence); and (D) such Indebtedness is not guaranteed in any respect by the most recently ended Test Period as if Borrower or any Subsidiary Guarantor except to the extent (1) such assumption guarantee is permitted under Section 10.5 and (2) that after giving effect to the incurrence of any such Indebtedness, such acquisition had occurred on and any related transactions, the first day of such Test PeriodBorrower shall be in Pro Forma Compliance;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, to create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under (i) the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15 hereof and any Permitted Credit Agreement Refinancing Debt incurred to Refinance such Indebtedness); Indebtedness and (bii) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred Documents in connection with the foregoing an aggregate outstanding principal amount under this clause (ii) not to exceed $1,300,000,000 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessin respect thereof; (cb) Indebtedness of (i) the Borrower or any Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Subsidiary Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Effective Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L Intercompany Note or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LN within 60 days of the Effective Date or such later date as the Administrative Agent shall reasonably agree, in each case, to the extent permitted by Requirements of Applicable Law and not giving rise to material adverse tax consequences, (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor owing to any other Restricted Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Restricted Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or any Subsidiary Guarantor; (di) 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 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 workers’ compensation claims)) and (ii) Indebtedness supported by Letters of Credit in an amount not to exceed the Stated Amount of such Letters of Credit; (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or licensees, sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)distribution partners; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days the proceeds of which are used to finance the acquisition, lease, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance or otherwise issued or incurred in respect of Capital Expenditures; provided that (A) such Indebtedness is issued or incurred concurrently with or within 270 days after the applicable acquisition, lease, construction, lease, repair, replacement expansionreplacement, expansion or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) such Indebtedness is not issued or incurred to acquire Capital Leases entered into pursuant Stock of any Person and (ii) any Permitted Refinancing Indebtedness issued or incurred to subclause (i) above (Refinance such Indebtedness; provided that, in after giving effect to the case incurrence or issuance of each of the foregoing subclauses (i) and (ii)any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, covenants set forth in Sections 10.9 and 10.10 as such covenant is recomputed as at the last day of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period); ; (g) (i) Indebtedness arising under Capitalized Leases, other than Capitalized Leases in effect on the Effective Date (and set forth on Schedule 10.1) and (iiiii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that, after giving effect to the incurrence or issuance of any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period; 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 Indebtedness outstanding under this clause (g) shall not exceed the greater of (x) $10,000,000 and (y) 0.3% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred based upon the Section 9.1 Financials most recently delivered on or prior to Refinance any such Indebtednessdate of incurrence); (h) Indebtedness (i) outstanding on the date hereof Effective Date listed on Schedule 10.1 10.1(a) and any Permitted Refinancing Indebtedness issued with respect thereto and (ii) intercompany Indebtedness outstanding on the Effective Date (and to the extent such intercompany Indebtedness is not between or incurred to Refinance such Indebtednessamong Credit Parties or any 100% Non-Guarantor Pledgee, listed on Schedule 10.1(b)) and any Permitted Refinancing Indebtedness with respect thereto; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements incurred in the ordinary course of business and, subject to at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Effective Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary Acquisition or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required similar Investments permitted under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent10.5; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;that:

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createdirectly or indirectly, incurIncur, assume contingently or suffer otherwise, with respect to exist any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15, and (ii) any Permitted Credit Agreement Refinancing Debt incurred Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness[Reserved]; (ci) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letter letters of credit, warehouse receipt or similar facilities entered into 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-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; (ed) subject to compliance with Except as otherwise limited by clauses (a), (b), (h) and (u) of this Section 10.510.1, Guarantee Obligations incurred Incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement (except that 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) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement; provided that (A) that, if the applicable Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeObligations; (fe) Guarantee Obligations (i) incurred Incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or 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 the acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or otherwise Incurred in respect of Capital Expenditures; provided that (A) 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 and (B) such Indebtedness is not Incurred to acquire Capital Stock of any Person; 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 clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii) otherwise constituting Investments permitted in respect of such Indebtedness then outstanding) shall not, except as contemplated by Sections 10.5(d)the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (g), I) the greater of (h), x) $10,000,000 and (i), y) 20% 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 (q), measured as of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date) minus (rII) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(g) and (s)ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leasesconstituting Financing Lease Obligations, other than (A) Capital Leases Financing Lease Obligations in effect on the Closing Date (and (Bset forth on Schedule 10.1) Capital Leases or Financing Lease Obligations entered into pursuant to subclause 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) above (provided that, in when aggregated with the case aggregate principal amount of each of the foregoing subclauses (i) and Permitted Refinancing Indebtedness pursuant to clause (ii), the Borrower shall be ) in compliance on a Pro Forma Basis after giving effect to the incurrence respect of such Indebtedness with then outstanding) shall not, except as contemplated by the Financial Performance Covenantdefinition of “Permitted Refinancing Indebtedness”, as such covenant is recomputed as at exceed an amount equal to (I) the last day greater of (x) $10,000,000 and (y) 20% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended Test Period on or prior to such date of Incurrence (measured as if of the date such incurrence had occurred Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date) minus (II) the first day aggregate amount of such Test PeriodIndebtedness incurred pursuant to Section 10.1(f); and (iiiii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createdirectly or indirectly, incurIncur, assume contingently or suffer otherwise, with respect to exist any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents (Loan Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15, and (ii) any Permitted Credit Agreement Refinancing Debt incurred Indebtedness Incurred to Refinance such Indebtedness); (bin whole or in part) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (ci) Indebtedness of arising under the Senior Secured Notes Documents (iincluding any guarantees in respect thereof) the Borrower or any Guarantor owing in an aggregate principal amount not to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law exceed $600,000,000 and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; provided that, notwithstanding any other Subsidiary that is not a Guarantor and (iii) provision herein to the extent permitted by Section 10.5contrary, no Person other than a Loan Party shall at any Subsidiary that is not a Guarantor owing to the Borrower or time be an obligor in respect of any Guarantorsuch Indebtedness; (di) Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letter 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; (ed) subject to compliance with Except as otherwise limited by clauses (a), (b), (h) and (u) of this Section 10.510.1, Guarantee Obligations incurred Incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement (except that 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) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement; provided that (A) that, if the applicable Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeObligations; (fe) Guarantee Obligations (i) incurred Incurred in the ordinary course of business or consistent with past practice or industry norm in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or 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) otherwise constituting Investments permitted below in respect of such Indebtedness then outstanding and Indebtedness incurred pursuant to Section 10.01(g)) shall not, except as contemplated by Sections 10.5(d)the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (g), I) the greater of (h), x) $70,000,000 and (i), 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 (q), 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 (rII) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(g) and (s)ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leasesconstituting Financing Lease Obligations, other than (A) Capital Leases Financing Lease Obligations in effect on the Closing Restatement Agreement Effective Date (and (Bset forth on Schedule 10.1 as amended and restated by the Restatement Agreement) Capital Leases or Financing Lease Obligations entered into pursuant to subclause 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) above (provided that, in when aggregated with the case aggregate principal amount of each of the foregoing subclauses (i) and Permitted Refinancing Indebtedness pursuant to clause (ii), the Borrower shall be ) below in compliance on a Pro Forma Basis after giving effect to the incurrence respect of such Indebtedness with then outstanding and Indebtedness incurred pursuant to Section 10.01(h)) shall not, except as contemplated by the Financial Performance Covenantdefinition of “Permitted Refinancing Indebtedness”, as such covenant is recomputed as at exceed an amount equal to (I) the last day 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 Test Period on or prior to such date of Incurrence (measured as if of the date such incurrence had occurred Indebtedness is Incurred based upon the Internal Financial Statements most recently available on or prior to such date) minus (II) the first day aggregate amount of such Test PeriodIndebtedness incurred pursuant to Section 10.1(f); and (iiiii) any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance any such Indebtedness;. (h) Restatement Agreement Effective Date Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements Incurred in the ordinary course of business or consistent with past practice and, subject to in each case, at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger merger, consolidation or amalgamation with such Person or any of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Restatement Agreement Effective Date as the result of an Acquisition or other Investment or Indebtedness of any Unrestricted Subsidiary that is redesignated as a Permitted AcquisitionRestricted Subsidiary; 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 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,; (BD) 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; (CE) (1x) the Capital Stock of such Person is pledged to the Collateral Administrative Agent to the extent required under Section 9.11(b) 9.11 and (2y) such Person executes a supplement to each of the Guarantee, the Security Agreement and a guarantor joinder agreement substantially in the Pledge Agreement form of Exhibit A hereto (or alternative guarantee and security arrangements in relation to the Obligations) and a joinder counterpart signature page to the Intercompany NoteSubordinated Notes, in each case to the extent required under Section 9.119.10, 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 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 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 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) the terms of such Indebtedness do not provide for any scheduled repayment (including at maturity), mandatory repayment, redemption, 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 account of the accumulation of excess cash flow and customary acceleration rights upon an event of default; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, 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 Indebtedness such customary bridge facility (other than a 364-bridge facility) is to be converted or exchanged satisfies the requirements of the type that could have been incurred under Section 10.1(g), andthis clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; (D) after giving effect if such Indebtedness is Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness shall not be guaranteed in any respect by the Borrower or any other Subsidiary Guarantor except to the assumption extent permitted under Section 10.5; (E) (x) the Capital Stock of any Person acquired in such Acquisitions or other Investment (the “Acquired Person”) is pledged to the Administrative Agent to the extent required 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 9.10, 9.11 or 9.14(b), as applicable; and (F) the terms of such Indebtedness shall be consistent with the requirements set forth in clause (a) and, if applicable, clause (e), of 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 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); and (G) at the time any such Indebtedness is Incurred and after giving pro forma effect to such acquisition Incurrence and to any related Pro Forma Adjustmentother transactions being consummated in connection therewith and the use of the proceeds thereof, the Borrower shall be in compliance on a Pro Forma Basis aggregate 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 Financial Performance Covenantaggregate principal amount of (1) all other Indebtedness Incurred by Non-Loan Parties and then outstanding pursuant to Section 10.1(s) and (2) all Permitted Refinancing Indebtedness Incurred by Non-Loan Parties and then outstanding pursuant to clause (ii) of this Section 10.1(k), shall not exceed, except as such covenant is recomputed as at contemplated by the last day definition of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;“Permitted Refinancing Indebtedne

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L M or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LM, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (dc) 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); (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e10.1(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(e10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and Indebtedness, (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeGuarantee and (C) 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 Section 10.1(n), shall not exceed the greater of $397,000 or five percent (5%) of Consolidated Total Assets (measured as of the date such Guarantee Obligation is incurred based upon the financial statements most recently available prior to such date); (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (qp), (rq) and (sr); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; provided that the aggregate amount of Indebtedness incurred under this clause (i) at any time outstanding shall not exceed the greater of $993,000 or ten percent (10%) of Consolidated Total Assets (measured as of the date such Indebtedness is incurred based upon the financial statements most recently available prior to such date), (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; it is understood that any obligations existing on the Closing Date (x) that were not included on the balance sheet of the Borrower and the Restricted Subsidiaries as Capitalized Lease Obligations and (y) that are subsequently recharacterized as Capitalized Lease Obligations due to a change in accounting treatment shall not be treated as Capitalized Lease Obligations for the purpose of this Section 10.1(f); (hg) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (ih) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (ji) [reserved]; (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(f), and, (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance CovenantCovenants, as such covenant is covenants are recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period, and (E) the aggregate amount of all such Indebtedness outstanding on any date does not exceed the greater of $993,000 or ten percent (10%) of Consolidated Total Assets (measured as of the date such Indebtedness is incurred based upon the financial statements most recently available prior to such date); (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (k) Indebtedness consisting of secured financings by a Foreign Subsidiary in which no Credit Party’s assets are used to secure such Indebtedness; (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 or consistent with past practice; (m) [reserved]; (i) other additional Indebtedness and (ii) any Permitted Refinancing Indebtedness issued as incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this clause (n) shall not at any time exceed the greater of $993,000 or ten percent (10%) of Consolidated Total Assets (measured as of the date such Indebtedness is incurred based upon the financial statements most recently available prior to such date); provided, further, that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors under this clause (n), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to Section 10.1(d), shall not exceed the greater of $497,000 or five percent (5%) of Consolidated Total Assets (measured as of the date such Indebtedness is incurred based upon the financial statements most recently available prior to such date); (o) Indebtedness in respect of Permitted Additional Debt and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; provided that (i) the aggregate principal amount of Indebtedness outstanding at any time under this clause (o) shall not exceed $39,735,000, (ii) after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants as such covenants are recomputed as of the last day of the most recently ended Test Period as if such incurrence or issuance had occurred on the first day of such Test Period and (iii) the Borrowing Base shall be adjusted as set forth in Section 2.14(e); (p) Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, in each case incurred in the ordinary course of business; (q) 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; (r) 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 Permitted Acquisitions, other Investments and the disposition of any business, assets or Stock permitted hereunder; (s) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) obligations contained in firm transportation or supply agreements, in each case arising in the ordinary course of business; (t) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower (or, to the extent such work is done for the Borrower or its Subsidiaries, any direct or indirect parent thereof) and the Restricted Subsidiaries incurred in the ordinary course of business; (u) Indebtedness consisting of promissory notes issued by the Borrower or any Guarantor to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) permitted by Section 10.6; (v) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (w) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties in the ordinary course of business; (x) Indebtedness of the Borrower or any Restricted Subsidiary to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the Cash Management Services (including with respect to intercompany self-insurance arrangements) of the Borrower and its Restricted Subsidiaries; and (y) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (x) above.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) 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);; 715000788 12406500715000788 12406500 (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such IndebtednessIndebtedness;[Reserved]; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to 715000788 12406500715000788 12406500 the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period; (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (k) (i) Indebtedness incurred to finance a Permitted Acquisition; provided that: (A) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; (B) after giving effect to the incurrence of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence and acquisition had occurred on the first day of such Test Period; (C) the maturity of such Indebtedness is not earlier than, and no mandatory repayment or redemption (other than customary change of control or asset sale offers or upon any event of default) is required prior to, 91 days after the Latest Maturity Date of any Facility hereunder (determined at the time of issuance or incurrence); and (D) such Indebtedness is not guaranteed in any respect by the Borrower or any Subsidiary Guarantor except to the extent (1) permitted under Section 10.5 and (2) that after giving effect to the incurrence of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Adjusted Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume issue, assume, guarantee or suffer otherwise become directly or indirectly liable, contingently or otherwise with respect to exist any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents and (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (bii) Indebtedness under the Revolving Credit Documents (including Guarantee Obligations thereundersubject to the limitations set forth in the Intercreditor Agreement) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (cb) Indebtedness of (i) Holdings, the Borrower or any Subsidiary Guarantor owing to Holdings, the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesJ, (ii) any Subsidiary that is not a Subsidiary Guarantor owing to any other Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.59.5, any Subsidiary that is not a Subsidiary Guarantor owing to Holdings, the Borrower or any Subsidiary Guarantor;. (dc) 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)) but in any event, not in respect of Hedging Agreements; (ed) subject to compliance with Section 10.5except as provided in clauses (h), (k), and (l) below, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) Holdings or the Borrower in respect of Indebtedness of the Borrower or any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (b2.17) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (b) [Reserved]; (c) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Secured Term Loan Facilities, any Incremental TL Facility and any Incremental Equivalent Debt in respect of the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness, in each case, if secured, subject to the Intercreditor Agreement; (d) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each caseGuarantor, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesconsequences shall be subordinated to the Obligations pursuant to the Intercompany Note, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (de) Indebtedness in respect of any bankers’ acceptanceacceptances, bank guarantees, letter letters of credit, warehouse receipt receipts or similar facilities instruments entered into in the ordinary course of business or consistent with past practice or industry 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); provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (ef) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness or other obligations of the 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(e) 10.1(f), guarantee Indebtedness that such Restricted Subsidiary could not otherwise itself 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(e10.1(f) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Debt, Indebtedness under clause (bc) above) above or other Junior 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; (fg) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (j), (q), (r), (s) and (st); (gh) (i) Indebtedness (including Indebtedness arising under Capital Capitalized Leases) incurred prior to or within 270 365 days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assetsassets (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset); (ii) Indebtedness arising under Capital Capitalized Leases, other than (A) Capital Capitalized Leases in effect on the Closing Date and (B) Capital Capitalized Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period)above; and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; provided, that the aggregate principal amount of Indebtedness permitted by subclauses (i), (ii) and (iii) of this Section 10.1(h) shall not exceed at any time outstanding the greater of $30,000,000 and 2.0% of Consolidated Total Assets; and (iv) Indebtedness (including Capitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar equipment) in the aggregate amount not to exceed the greater of $25,000,000 and 1.6% of Consolidated Total Assets, in each case, determined at the time of incurrence (together with any Permitted Refinancing Indebtedness incurred in respect thereof) at any time outstanding; (hi) Indebtedness outstanding on the date hereof listed and set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (ij) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (jk) Indebtedness of the Borrower (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness) (x) incurred in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 or (y) assumed in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 so long as, in the case of Indebtedness assumed pursuant to clause (y) hereof, such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar Investment; provided that, after giving Pro Forma Effect to such Permitted Acquisition or similar Investment and the incurrence or assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) the greater of (A) $30,000,000 and (B) 2.0% of Consolidated Total Assets at any time outstanding plus (y) any additional amount of such Indebtedness so long as (i) if such Indebtedness is unsecured, either (X) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (Y) the Borrower would be permitted to incur $1.00 of unsecured, senior subordinated or subordinated Indebtedness, subject to a Person maximum Consolidated Total Net Leverage Ratio of 4.50:1.00 determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) and (ii) if such Indebtedness is secured by Liens on assets that constitute Collateral, either (X) the Consolidated Secured Net Leverage Ratio determined on Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (Y) the Borrower would be permitted to incur $1.00 of secured Indebtedness, subject to a maximum Consolidated Secured Net Leverage Ratio of 4.25:1.00 determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness); provided, further that (i) in the case of Indebtedness attaching incurred pursuant to clauses (x) and (y) hereof, any such Indebtedness shall have a maturity date that is after the assets Latest Maturity Date at the time such Indebtedness is incurred or assumed and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of a Person that, in either case, becomes a Restricted Subsidiary the Facility (or is including at the time of (and after giving effect to) any extension of maturity of the Facility pursuant to Section 2.17(a)) and (ii) any such Indebtedness incurred pursuant to clause (x) hereof by a Restricted Subsidiary that survives is not a merger with such Person or Credit Party shall not exceed in the aggregate at any time outstanding the greater of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary$37,500,000 and 2.5% of Consolidated Total Assets, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed determined 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agentincurrence; provided, further, that the requirements of this clause (CSection 10.1(k) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(h), and; (Dl) Pari Debt (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness); provided that any such Indebtedness incurred pursuant to this Section 10.1(l) shall have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is secured and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facility, in each case at the time such Indebtedness is secured and at the time of (and after giving effect to) any extension of maturity of the Facility pursuant to Section 2.17(a) and Permitted Refinancing Indebtedness with respect thereto; (m) Indebtedness arising from Permitted Intercompany Activities to the extent constituting an Investment permitted by Section 10.5; (n) Indebtedness of a Foreign Subsidiary that is not a Subsidiary Guarantor; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(n) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a Pro Forma Basis exceed the greater of (i) $45,000,000 and (ii) 3.0% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based upon internally available financial statements); provided, further, that no Credit Party’s assets are used to secure any such Indebtedness and no Credit Party guarantees such Indebtedness; (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case provided in the ordinary course of business or consistent with past practice or industry practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practice; (p) (i) other additional Indebtedness and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness, provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(p) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a Pro Forma Basis exceed the greater of $52,500,000 and 3.5% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based upon the financial statements most recently available prior to such date); (q) Indebtedness in respect of (i) Permitted Additional Debt; provided that (A) in the case of any Permitted Additional Debt that is unsecured Indebtedness, the Consolidated Total Net Leverage Ratio immediately after giving effect to the assumption incurrence or issuance thereof and the use of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance proceeds therefrom does not exceed 4.50:1.00 on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness), (B) in the case of any Permitted Additional Debt that is secured on a junior basis with the Financial Performance CovenantLiens securing the Obligations, as the Consolidated Secured Net Leverage Ratio immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom does not exceed 4.25:1.00 on a Pro Forma Basis (determined without netting the cash proceeds of any such covenant is recomputed as Indebtedness), (C) the Borrowing Base shall be adjusted to the extent required by Section 2.14(e) and (D) such Permitted Additional Debt shall have a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness incurred under the Facility (including at the last day time of and after giving effect to any extension of maturity of the Facility pursuant to Section 2.17(a)) and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (r) Cash Management Obligations, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements; (s) 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; (t) 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 assumed or entered into in connection with the Transactions, any Permitted Acquisitions, other Investments permitted by Section 10.5 and the Disposition of any business, assets or Equity Interests not prohibited hereunder; (u) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) obligations contained in firm transportation or supply agreements or other take or pay contracts, in each case arising in the ordinary course of business; (v) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries any direct or indirect parent thereof and the Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice or industry practice; (w) Indebtedness consisting of promissory notes issued by the Borrower or any Guarantor to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Equity Interests of the Borrower (or any direct or indirect parent thereof) permitted by Section 10.6; (x) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions or any other Investment permitted hereunder; (y) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties in the ordinary course of business; (z) Indebtedness consisting of the undischarged balance of any Volumetric Production Payment; (aa) Indebtedness of the Borrower or any Restricted Subsidiary to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the Cash Management Services (including with respect to intercompany self-insurance arrangements) of the Borrower and its Restricted Subsidiaries; (bb) Indebtedness incurred on behalf of, or Guarantee Obligations in respect of the Indebtedness of, joint ventures (regardless of the form of legal entity) that are not Subsidiaries in principal amount, when aggregated with the outstanding principal amount of Indebtedness incurred pursuant to clause (aa), not to exceed, at the time of incurrence thereof, the greater of $45,000,000 and 3.0% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based on the financial statements most recently ended Test Period as if available prior to such assumption and acquisition had occurred date); (i) Indebtedness in an aggregate principal amount not to exceed 100% of the net cash proceeds received by the Borrower on the first day Closing Date in excess of such Test Period;the Minimum Equity Amount or after the Closing Date from the issuance and sale of its Equity Interests or in connection with the contribution of cash to

Limitation on Indebtedness. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, to create, incur, assume issue, assume, guarantee or suffer otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to exist any Indebtedness other than (including Acquired Indebtedness), except that the followingforegoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such IndebtednessJunior Financing; (c) Indebtedness of (iincluding any unused commitment and any Capitalized Lease Obligations) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantorlisted on Schedule 10.1; (d) (i) Indebtedness (including Capitalized Lease Obligations) to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in respect a Similar Business, whether through the direct purchase of assets or the Capital Stock of any bankers’ acceptancePerson owning such assets and Indebtedness arising from the conversion of the 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, bank guarantees, in an aggregate principal amount not to exceed the greater of (x) $5,000,000 and (y) 5.0% of Consolidated EBITDAR for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence and (ii) Capitalized Lease Obligations assumed in connection with Permitted Acquisitions that are not incurred in contemplation of such Acquisition; (e) Indebtedness (including letter of credit, warehouse receipt or similar facilities entered into credit obligations consistent with past practice constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business (including business), in respect of workers workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-self insurance or other Indebtedness with respect to reimbursement-reimbursement or indemnification type obligations regarding workers workers’ compensation claims); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower performance or surety bonds, health, disability 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 notemployee benefits or property, by virtue of this Section 10.1(e) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (casualty or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranteeliability insurance or self insurance; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days from agreements of the acquisition, construction, lease, repair, replacement, expansion Borrower or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (providing for indemnification, adjustment of purchase price, earnout or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to the 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: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired andsimilar obligations, in each case, was not created incurred or assumed in anticipation thereof, (B) such connection with the acquisition or disposition of any business, assets or a Subsidiary or other Person, other than guarantees of Indebtedness is not guaranteed in incurred by any respect by the Borrower Person acquiring all 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), (C) (1) the Stock portion of such Person is pledged to business, assets or a Subsidiary for the Collateral Agent to the extent required under Section 9.11(b) and (2) purpose of financing such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Periodacquisition;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createCreate, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents of any Loan Party pursuant to any Loan Document (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such IndebtednessReplacement Term Loans); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim LoansBorrower to any Intermediate Holdco, the Senior Notes Parent or any Subsidiary, and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiaryother Guarantor; (i) Capital Lease Obligations of the Borrower and its Class I Restricted Subsidiaries; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) obligations under any Subsidiary leases of the Borrower and any of its Restricted Subsidiaries in existence on the Restatement Closing Date and characterized on the Restatement Closing Date as operating leases that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and are recharacterized as Capital Lease Obligations after the Restatement Closing Date; (iii) to the extent obligations under any ASC ▇▇▇-▇▇-▇▇ Capital Leases; (iv) obligations under any Digital Cinema Equipment Lease with DCIP; and (v) obligations secured by Liens permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor7.3(g); (d) Indebtedness of the Borrower and the Class I Restricted Subsidiaries outstanding on the Restatement Closing Date or arising under agreements entered into prior to the Restatement Closing Date and in respect each case listed on Schedule 7.2(d) (other than the 5.125% Senior Notes and Capital Lease Obligations) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof (other than any increase not exceeding the amount of all accrued and unpaid interest on the Indebtedness being refinanced, and any fees, premium, if any, and financing costs relating to such refinancing) or any shortening of the maturity of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into principal amount thereof); (e) Guarantee Obligations made in the ordinary course of business (including in respect by the Borrower or any 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 its Subsidiaries of obligations regarding workers compensation claims); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted any 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) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeGuarantor; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)[Reserved]; (g) (i) unsecured Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets Parent and any Intermediate Holdco so long as (X) immediately prior to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness Indebtedness, the Parent and the Borrower are in compliance with Section 7.1, (Y) the Financial Performance Covenant, as such covenant maturity of any principal amount thereof shall not be earlier than the date which is recomputed as at the last day 90 days after Latest Maturity Date and (Z) none of the most recently ended Test Period as if such incurrence had occurred on the first day Borrower or any of such Test Period); and (iii) its Restricted Subsidiaries has any Permitted Refinancing Indebtedness issued or incurred Guarantee Obligation with respect to Refinance any such Indebtedness; (h) (i) (A) Non-Recourse Debt of the Borrower or any Class I Restricted Subsidiary secured by fee-owned real property of the Borrower or such Class I Restricted Subsidiary that does not constitute Mortgaged Property and (B) upon transfer of any fee-owned property of the type described in the foregoing clause (A) to an Unrestricted Subsidiary, Non-Recourse Debt of such Unrestricted Subsidiary secured by such property and (ii) Indebtedness outstanding on in respect of Sale and Leaseback Transactions permitted by Section 7.5; provided that the date hereof listed on Schedule 10.1 and principal amount of such Non-Recourse Debt pursuant to clause (i)(A) of this paragraph shall not exceed an amount equal to $125,000,000 at any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednesstime outstanding; (i) Indebtedness in respect of Hedge Agreementsany Unrestricted Subsidiary or Class II Restricted Subsidiary consisting entirely of Non-Recourse Debt; provided that, subject if any such Indebtedness ceases to be Non-Recourse Debt of such Unrestricted Subsidiary or Class II Restricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Class I Restricted Subsidiary of the limitations set forth in Borrower that was not permitted by this Section 10.107.2(i); (j) Guarantee Obligations of Unrestricted Subsidiaries in respect of the obligations of other Unrestricted Subsidiaries and Class II Restricted Subsidiaries not otherwise prohibited hereunder, and Guarantee Obligations of Class II Restricted Subsidiaries of obligations of other Class II Restricted Subsidiaries not otherwise prohibited hereunder; (ik) intercompany Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a any Class II Restricted Subsidiary (or is a Restricted Unrestricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to the 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: (A) such Indebtedness existed at the time such Person became a Class I Restricted Subsidiary outstanding on the date hereof and listed on Schedule 7.2(k) (including any accrued but unpaid interest thereon accruing subsequent to the Restatement Closing Date) and any refinancings, refundings, renewals or at extensions thereof (without any increase in the time such assets were acquired andprincipal amount thereof other than the amount of any accrued interest) or shortening of the maturity of any principal amount thereof (which shall not prohibit any prepayments made with cash), in each case, was not created in anticipation thereof, (B) such which Indebtedness is not guaranteed in any respect evidenced 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements promissory note in form and substance reasonably satisfactory to the Administrative Agent which has been delivered to the Administrative Agent; (l) other Indebtedness of an Unrestricted Subsidiary or Class II Restricted Subsidiary to the Borrower or any Class I Restricted Subsidiary permitted by Section 7.8(h); (m) Indebtedness of any Person that is acquired by the Borrower or any of its Restricted Subsidiaries and becomes a Restricted Subsidiary or is merged with or into the Borrower or any of its Restricted Subsidiaries after the Restatement Closing Date and Indebtedness secured by an asset acquired by the Borrower or any of its Restricted Subsidiaries after the Restatement Closing Date and, in each case, refinancings, renewals, extensions, refundings and replacements thereof (provided that any such refinancing, renewal, extension, refunding or replacement shall not (i) increase the principal amount of such Indebtedness other than by the amount of any undrawn commitment existing prior to such refinancing, renewal, extension, refunding or replacement and any accrued interest, (ii) shorten the maturity of any principal amount of such Indebtedness, (iii) change the obligor under such Indebtedness or (iv) expand the Property securing such Indebtedness); providedprovided that (A) such original Indebtedness was in existence on the date such Person became a Restricted Subsidiary or merged with or into the Borrower or any of its Restricted Subsidiaries or on the date that such asset was acquired, furtheras the case may be, that (B) such original Indebtedness was not created in contemplation of such Person becoming a Restricted Subsidiary or merging with or into the requirements Borrower or any of this clause its Restricted Subsidiaries or such asset being acquired, as the case may be, (C) immediately after giving effect to the acquisition of such Person or asset by the Borrower or any of its Restricted Subsidiaries, as the case may be, no Default or Event of Default shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and occurred and be continuing and (D) after giving pro forma effect to such acquisition, the Consolidated Net Senior Secured Leverage Ratio shall not be greater than 3.0 to 1.0; (n) Indebtedness of the Borrower or any Class II Restricted Subsidiary under the Peso Subfacility and/or under a loan facility denominated in Pesos providing for loans made under documentation other than the Loan Documents (“Third-Party Peso Loans”) in an aggregate maximum principal amount as of any Peso Borrowing Date and after giving effect to the assumption borrowings and any repayments to be made on such date not to exceed the Peso equivalent (calculated as of the Peso Borrowing Calculation Date) of $25,000,000 and guarantees thereof by the Parent, any such Indebtedness, to such acquisition and to any related Pro Forma AdjustmentIntermediate Holdco, the Borrower or any Restricted Subsidiary; provided, that the aggregate amount available under the Peso Subfacility, Third-Party Peso Loans and the Revolving Credit Commitments shall be in compliance on a Pro Forma Basis with not exceed the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test PeriodTotal Revolving Credit Commitments;

Limitation on Indebtedness. The Borrower (A) RailAmerica will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower RailAmerica to any Restricted Subsidiary, (ii) RATC or any Subsidiary Guarantor owing to the Borrower RailAmerica or any Restricted Subsidiary, (iii) any Restricted Subsidiary of RailAmerica which is not RATC or a Subsidiary Guarantor to any other Restricted Subsidiary of RailAmerica which is not RATC or a Subsidiary Guarantor and (iv) subject to compliance with the requirements of Section 10.5, RailAmerica, RATC or any Subsidiary Guarantor to any Restricted Subsidiary of RailAmerica which is not RATC or a Subsidiary Guarantor; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorSubsidiary Guarantor that is owed to any Restricted Subsidiary which is not RATC or a Subsidiary Guarantor shall be subordinated in right of payment to the Obligations following an Event of Default; (dc) 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)business; (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries which are not Subsidiary Guarantors or RATC in respect of Indebtedness of the Borrower RailAmerica 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 notAgreement, by virtue of this Section 10.1(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) RailAmerica, RATC or Subsidiary Guarantors in respect of Indebtedness of RailAmerica, RATC or Restricted Subsidiaries that are Subsidiary Guarantors that is permitted to be incurred under this Agreement and (iii) subject to compliance with the Borrower requirements of Section 10.5, RailAmerica or RATC or Subsidiary Guarantors in respect of Indebtedness of Restricted Subsidiaries that are not RATC or Subsidiary Guarantors that is permitted to be incurred under this Agreement; , provided that there shall be no Guarantee (Aa) if the by a Restricted Foreign Subsidiary of any Indebtedness being guaranteed under this Section 10.1(eof RailAmerica, RATC or a Subsidiary Guarantor and (b) in respect of Indebtedness that is subordinated to the Obligations, unless such Guarantee Obligations shall be is made by a Guarantor and such Guarantee is unsecured and subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders same extent as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranteeso Guaranteed; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (ge) (i) Indebtedness (including Indebtedness arising under Capital Leases) (A) incurred within 270 180 days of the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, construction or improvement of such fixed or capital assets; assets or otherwise incurred in respect of Capital Expenditures and (iiB) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date date hereof and (B) Capital Leases entered into pursuant to subclause (iii) above (below, provided that, in that the case aggregate amount of each of the foregoing subclauses Indebtedness incurred pursuant to this subclause (i) (when aggregated with the amount of refinancing Indebtedness in respect thereof outstanding pursuant to subclause (iii) below) shall not exceed the greater of (x) $80.0 million and (y) 5.0% of Total Assets at any time outstanding, (ii), the Borrower shall be ) Indebtedness arising under Capital Leases entered into in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness connection with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); Permitted Sale Leasebacks and (iii) any Permitted Refinancing refinancing, refunding, renewal or extension of any Indebtedness issued specified in subclause (i) or incurred (ii) above, provided that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to Refinance any such Indebtednessrefinancing, refunding, renewal or extension; (hf) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 10.1 and any Permitted Refinancing refinancing, refunding, renewal or extension thereof, 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, except to the extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness issued or incurred to Refinance such Indebtednessare not changed; (ig) Indebtedness in respect of Hedge AgreementsAgreements entered into in the ordinary course of business (and not for speculative purposes) in order to protect RailAmerica or any of the Restricted Subsidiaries against fluctuations in interest rates, subject to the limitations set forth in Section 10.10currency exchange rates or commodity prices; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower RailAmerica or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; an Investment permitted by Section 10.5, provided that: that (Ax) 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, thereof and (By) such Indebtedness is not guaranteed in any respect by the Borrower RailAmerica or any Restricted Subsidiary (other than any such Person person that so becomes a Restricted Subsidiary Subsidiary) and (ii) any refinancing, refunding, renewal or is the survivor extension of a merger with such Person or any of its Subsidiaries), Indebtedness specified in subclause (Ci) (1) the Stock of such Person is pledged to the Collateral Agent above, provided that except to the extent required under Section 9.11(botherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (2y) the direct and contingent obligors with respect to such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, Indebtednesses are not changed in each case to the extent required under Section 9.11respect thereof; provided that the assets covered by such pledges aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) shall not exceed $40.0 million at any time; (i) (i) the Initial Secured Notes, (ii) Permitted Additional Secured Debt, (iii) Permitted Unsecured Debt and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such (iv) Permitted Refinancing Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements respect of Indebtedness set forth in subclauses (i) through (iii) of this clause (Ci); (j) Indebtedness of Foreign Subsidiaries in an aggregate amount at any time outstanding not to exceed the greater of (x) $25.0 million and (y) 15% of Total Assets of Restricted Foreign Subsidiaries; (k) additional Indebtedness, provided that the aggregate amount of Indebtedness outstanding at any time pursuant to this clause (k) shall not apply exceed $100.0 million; provided further that the aggregate amount of Indebtedness incurred by Subsidiaries that are not RATC or Subsidiary Guarantors pursuant to any Indebtedness of the type that could have been incurred under Section 10.1(g), this clause (k) shall not exceed $25.0 million; and (Dl) after giving effect to Indebtedness arising from agreements of RailAmerica or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the assumption disposition of any such Indebtednessbusiness, to such acquisition and to assets or a Subsidiary, other than guarantees of Indebtedness incurred by any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day Person acquiring all or any portion of such Test Period;business, assets or a Subsidiary for the purpose of financing such acquisition. (B) RailAmerica will not, nor will it permit any Restricted Subsidiary to, issue any Disqualified Capital Stock.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness; provided that the Borrower and any Restricted Subsidiary may incur Indebtedness other than (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 have occurred and be continuing and (y) on a Pro Forma Basis, after giving effect to such incurrence, the followingConsolidated 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 10.1(n), exceeding $1,250,000,000. Notwithstanding the foregoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical subordinated to the subordination Obligations on terms set forth in Exhibit L, in each case, reasonably satisfactory to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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); (ed) 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 Subsidiaries 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(e10.1(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(e10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and Indebtedness, (B) no guarantee by any Restricted Subsidiary of the Borrower Senior Facility, any Refinanced Bridge Indebtedness or any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeGuarantee and (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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g10.5(g), (h10.5(i), (i10.5(q), (q), (r10.5(t) and (s10.5(v); (gf) (i) 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, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; 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 (A) Capital Leases in effect on the Closing Date date hereof and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower shall be in compliance on a Pro Forma Basis after giving effect aggregate amount of Indebtedness incurred pursuant to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and this clause (iii) at any Permitted Refinancing time outstanding shall not exceed $400,000,000 and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness issued 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 to Refinance any in connection with such Indebtednessmodification, replacement, refinancing, refunding, renewal or extension; (hg) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and the Existing Notes and any Permitted Refinancing 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 issued are not changed (y) (1) except in the case of Existing Notes with a Stated Maturity (as of the Closing Date) prior to the latest Maturity Date of any Credit Facility hereunder, no portion of such Indebtedness matures prior to the latest Maturity Date of any Credit Facility hereunder and (2) in the case of the 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 incurred any guarantee thereof, constituted subordinated Indebtedness, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated to Refinance the Obligations to substantially the same extent; (h) Indebtedness in respect of Hedging Agreements; provided that (i) other than in the case of Commodity Hedging Agreements, such IndebtednessHedging Agreements are not entered into for speculative purposes (as determined by the Borrower in its reasonable discretion acting in good faith) and (ii) any speculative Commodity Hedging Agreements must be entered into in the ordinary course of business and shall be consistent with past practice; (i) Indebtedness and Guarantee Obligations in respect of Hedge Agreementsany Borrower Senior Facility in an aggregate principal amount not to exceed $6,750,000,000 plus the PIK Interest Amount and (ii) any modification, subject 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 limitations set forth extent otherwise expressly permitted hereunder, (A) the principal amount of 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 Section 10.10connection 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 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 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 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”); (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (b2.17) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (b) [Reserved]; (c) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Secured Term Loan Facilities, any Incremental TL Facility and any Incremental Equivalent Debt in respect of the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness, in each case, if secured, subject to the Intercreditor Agreement; (d) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each caseGuarantor, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesconsequences shall be subordinated to the Obligations pursuant to the Intercompany Note, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (de) Indebtedness in respect of any bankers’ acceptanceacceptances, bank guarantees, letter letters of credit, warehouse receipt receipts or similar facilities instruments entered into in the ordinary course of business or consistent with past practice or industry 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); provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (ef) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness or other obligations of the 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(e) 10.1(f), guarantee Indebtedness that such Restricted Subsidiary could not otherwise itself 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(e10.1(f) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Debt, Indebtedness under clause (bc) above) above or other Junior 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; (fg) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (j), (q), (r), (s) and (st); (gh) (i) Indebtedness (including Indebtedness arising under Capital Capitalized Leases) incurred prior to or within 270 365 days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assetsassets (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset); (ii) Indebtedness arising under Capital Capitalized Leases, other than (A) Capital Capitalized Leases in effect on the Closing Date and (B) Capital Capitalized Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period)above; and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; provided, that the aggregate principal amount of Indebtedness permitted by subclauses (i), (ii) and (iii) of this Section 10.1(h) shall not exceed at any time outstanding the greater of $30,000,000 and 2.0% of Consolidated Total Assets; and (iv) Indebtedness (including Capitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar equipment) in the aggregate amount not to exceed the greater of $25,000,000 and 1.6% of Consolidated Total Assets, in each case, determined at the time of incurrence (together with any Permitted Refinancing Indebtedness incurred in respect thereof) at any time outstanding; (hi) Indebtedness outstanding on the date hereof listed and set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (ij) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (jk) Indebtedness of the Borrower (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness) (x) incurred in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 or (y) assumed in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 so long as, in the case of Indebtedness assumed pursuant to clause (y) hereof, such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar Investment; provided that, after giving Pro Forma Effect to such Permitted Acquisition or similar Investment and the incurrence or assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) the greater of (A) $30,000,000 and (B) 2.0% of Consolidated Total Assets at any time outstanding plus (y) any additional amount of such Indebtedness so long as (i) if such Indebtedness is unsecured, either (X) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (Y) the Borrower would be permitted to incur $1.00 of unsecured, senior subordinated or subordinated Indebtedness, subject to a Person maximum Consolidated Total Net Leverage Ratio of 4.50:1.00 determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) and (ii) if such Indebtedness is secured by Liens on assets that constitute Collateral, either (X) the Consolidated Secured Net Leverage Ratio determined on Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (Y) the Borrower would be permitted to incur $1.00 of secured Indebtedness, subject to a maximum Consolidated Secured Net Leverage Ratio of 4.25:1.00 determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness); provided, further that (i) in the case of Indebtedness attaching incurred pursuant to clauses (x) and (y) hereof, any such Indebtedness shall have a maturity date that is after the assets Latest Maturity Date at the time such Indebtedness is incurred or assumed and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of a Person that, in either case, becomes a Restricted Subsidiary the Facility and (or is ii) any such Indebtedness incurred pursuant to clause (x) hereof by a Restricted Subsidiary that survives is not a merger with such Person or Credit Party shall not exceed in the aggregate at any time outstanding the greater of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary$37,500,000 and 2.5% of Consolidated Total Assets, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed determined 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agentincurrence; provided, further, that the requirements of this clause (CSection 10.1(k) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(h), and; (Dl) Pari Debt (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness); provided that any such Indebtedness incurred pursuant to this Section 10.1(l) shall have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is secured and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facility and Permitted Refinancing Indebtedness with respect thereto; (m) Indebtedness arising from Permitted Intercompany Activities to the extent constituting an Investment permitted by Section 10.5; (n) Indebtedness of a Foreign Subsidiary that is not a Subsidiary Guarantor; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(n) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a Pro Forma Basis exceed the greater of (i) $45,000,000 and (ii) 3.0% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based upon internally available financial statements); provided, further, that no Credit Party’s assets are used to secure any such Indebtedness and no Credit Party guarantees such Indebtedness; (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case provided in the ordinary course of business or consistent with past practice or industry practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practice; (p) (i) other additional Indebtedness and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness, provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(p) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a Pro Forma Basis exceed the greater of $52,500,000 and 3.5% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based upon the financial statements most recently available prior to such date); (q) Indebtedness in respect of (i) Permitted Additional Debt; provided that (A) in the case of any Permitted Additional Debt that is unsecured Indebtedness, the Consolidated Total Net Leverage Ratio immediately after giving effect to the assumption incurrence or issuance thereof and the use of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance proceeds therefrom does not exceed 4.50:1.00 on a Pro Forma Basis with (determined without netting the Financial Performance Covenant, as cash proceeds of any such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;Indebtedness),

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness2.17); (b) Indebtedness [Reserved]; (including Guarantee Obligations thereunderc) in respect of the Senior Interim LoansSecond Lien Credit Agreement, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (cd) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each caseGuarantor, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesconsequences shall be subordinated to the Obligations pursuant to the Intercompany Note, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (de) Indebtedness in respect of any bankers’ acceptanceacceptances, bank guarantees, letter letters of credit, warehouse receipt receipts or similar facilities instruments entered into in the ordinary course of business or consistent with past practice or industry 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); provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (ef) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness or other obligations of the 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(e) 10.1(f), guarantee Indebtedness that such Restricted Subsidiary could not otherwise itself 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(e10.1(f) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Debt, Indebtedness under clause clauses (bc), (i), (k) aboveor (q) of this Section 10.1 or other Junior 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; (fg) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (j), (q), (r), (s) and (st); (gh) (i) Indebtedness (including Indebtedness arising under Capital Capitalized Leases) incurred prior to or within 270 365 days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assetsassets (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset); (ii) Indebtedness arising under Capital Capitalized Leases, other than (A) Capital Capitalized Leases in effect on the Closing Date and (B) Capital Capitalized Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period)above; and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; provided, that the aggregate principal amount of Indebtedness permitted by subclauses (i), (ii) and (iii) of this Section 10.1(h) shall not exceed at any time outstanding the greater of $65,000,000 and 3.5% of Consolidated Total Assets; (hi) Indebtedness outstanding on the date hereof listed and set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (ij) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (ik) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness) (x) incurred in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 or (y) assumed in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 so long as, in the case of Indebtedness assumed pursuant to clause (y) hereof, such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar Investment; provided that, (A) after giving Pro Forma Effect to such Permitted Acquisition or similar Investment and the incurrence or assumption of such Indebtedness, the Borrower shall be in compliance with the Financial Performance Covenants on a Pro Forma Basis and (B) in the case of any such secured Indebtedness assumed pursuant to clause (y) hereof, the holders of such Indebtedness have no recourse to property other than any such Person the property so acquired and the property so acquired shall not constitute Borrowing Base Properties; provided, further that so becomes a Restricted Subsidiary (i) in the case of Indebtedness incurred or is the survivor of a merger with such Person or any of its Subsidiaries), assumed pursuant to clauses (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(bx) and (2y) hereof, any such Person executes Indebtedness shall have a supplement maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred or assumed and have a Weighted Average Life to each Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative AgentFacility; provided, further, that the requirements of this clause (CSection 10.1(k) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(h); (l) Indebtedness in respect of Minimum Volume Commitments (including obligations contained in firm transportation or supply agreements or other take or pay contracts), andin each case arising in the ordinary course of business in an amount not to exceed 70% of projected production on a quarterly basis for each period set forth in the most recently delivered Reserve Report; (Dm) Indebtedness arising from Permitted Intercompany Activities to the extent constituting an Investment permitted by Section 10.5; (n) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(n) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a Pro Forma Basis exceed the greater of (i) $55,000,000 and (ii) 3.0% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based upon internally available financial statements); provided, further, that no Credit Party’s assets are used to secure any such Indebtedness and no Credit Party guarantees such Indebtedness; (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case provided in the ordinary course of business or consistent with past practice or industry practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practice; (p) (i) other additional Indebtedness, provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(p) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a Pro Forma Basis exceed the greater of $65,000,000 and 3.5% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based upon the financial statements most recently available prior to such date) and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (q) Indebtedness in respect of (i) unsecured Permitted Additional Debt; provided that (x) immediately after giving effect to the assumption incurrence or issuance thereof and the use of any such Indebtednessproceeds therefrom, to such acquisition and to any related Pro Forma Adjustment, (A) the Borrower shall be in compliance with the Financial Performance Covenants on a Pro Forma Basis Basis, (B) no Event of Default shall have occurred and be continuing and (C) no Borrowing Base Deficiency shall result therefrom (after giving effect to any substantially contemporaneous application of the proceeds of such Indebtedness to cure any such Borrowing Base Deficiency), and (y) the Borrowing Base shall be adjusted to the extent required by Section 2.14(e), and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (r) Cash Management Obligations, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements; (s) 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; (t) 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 assumed or entered into in connection with the Financial Performance CovenantTransactions, any Permitted Acquisitions, other Investments permitted by Section 10.5 and the Disposition of any business, assets or Equity Interests not prohibited hereunder; (u) Indebtedness of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums; (v) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries any Parent Entity and the Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice or industry practice; (w) Indebtedness consisting of promissory notes issued by the Borrower or any Guarantor to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Equity Interests of the Borrower (or any Parent Entity) permitted by Section 10.6; (x) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions or any other Investment permitted hereunder; (y) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties in the ordinary course of business; (z) [Reserved]; (aa) [Reserved]; (bb) Indebtedness incurred on behalf of, or Guarantee Obligations in respect of the Indebtedness of, joint ventures (regardless of the form of legal entity) that are not Subsidiaries in principal amount, when aggregated with the outstanding principal amount of Indebtedness incurred pursuant to clause (aa), not to exceed, at the time of incurrence thereof, the greater of $45,000,000 and 2.5% of Consolidated Total Assets (measured as of the date of incurrence of such Indebtedness based on the financial statements most recently available prior to such date); (i) Indebtedness in an aggregate principal amount not to exceed 100% of the net cash proceeds received by the Borrower after the Closing Date from the issuance and sale of its Equity Interests or in connection with the contribution of cash to the capital of the Borrower (other than Disqualified Stock, Cure Amounts and amounts which serve to increase the Applicable Equity Amount); provided that such Indebtedness is incurred within 180 days after such contribution to the Borrower is made; provided further that such net cash proceeds shall not increase the Applicable Equity Amount and (ii) any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (dd) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; and (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 (dd) above. For purposes of determining compliance with Section 10.1, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 10.1(a) through (ee) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in Section 10.1(a) through (ee) and will only be required to include the amount and type of such Indebtedness in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (a) through (ee) of Section 10.1 above. The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness of the same class, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed to be an incurrence of Indebtedness for purposes of this Section 10.1. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness or Disqualified Stock, as applicable, being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such covenant respective Indebtedness is recomputed as denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the last day principal amount thereof that would be shown on a balance sheet of the most recently ended Test Period as if Borrower dated such assumption and acquisition had occurred on the first day of such Test Period;date prepared in accordance with GAAP.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including pursuant to any Indebtedness incurred as permitted by Sections 2.16 2.14, 2.15 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness13.1); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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 claimsclaims and similar obligations); (ed) 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 Subsidiaries 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(e) 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(e10.1(d) 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 Indebtedness, and (B) no guarantee the aggregate amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(k) aboveand 10.1(ii), shall not exceed the greater of (x) shall be permitted unless such Restricted Subsidiary shall have also provided $300,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a guarantee Pro Forma Basis) at the time of the Obligations substantially on the terms set forth incurrence or issuance, in the Guaranteeeach case at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessorslessors and licensees, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(dSection 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 (g), (h), (i), (q), (rii) shall not be construed to limit the requirements of Section 10.1(b) and (sd), or (iii) contemplated by the Plan; (gf) (i) 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, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; 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 (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower aggregate amount of Indebtedness incurred pursuant to this clause (iii) shall be in compliance on a Pro Forma Basis after giving effect to not exceed the incurrence greater of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period as if such (calculated on a Pro Forma Basis) at the time of incurrence had occurred on the first day or issuance, in each case at any time outstanding and (iv) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of such Test Periodany Indebtedness specified in subclause (i); and , (ii) or (iii) above; provided that, except to the extent otherwise permitted hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension plus unused commitments; (g) Indebtedness permitted to remain outstanding under the Plan, and to the extent such Indebtedness exceeds $15,000,000, set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or incurred extension thereof; provided that except to Refinance the extent otherwise permitted hereunder, in the case of any such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (i) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, or extension, (ii) additional obligors do not guarantee such Indebtedness, (iii) the scheduled maturity date of such Indebtedness is not prior to the later of (A) the Latest Maturity Date and (B) the Stated Maturity of such Indebtedness as of the Conversion Date, and (iv) if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of payment to the Obligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (h) Indebtedness outstanding on in respect of Hedging Agreements; provided that (i) other than in the date hereof listed on Schedule 10.1 case of Commodity Hedging Agreements, such Hedging Agreements are not entered into for speculative purposes (as determined by the Borrower in good faith) and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessspeculative Commodity Hedging Agreements must be entered into in the ordinary course of business (as determined by the Borrower in good faith); (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10RCT Reclamation Obligations; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted AcquisitionAcquisition or other permitted Investment (including through merger or consolidation); provided that: that (Ax) such Indebtedness existed at the time such Person became a Restricted Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, thereof and (By) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries),, unless such Guarantee Obligations is separately permitted under this Section 10.1; (Cii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (1i) the Stock of such Person is pledged to the Collateral Agent above; provided that, except to the extent required under Section 9.11(botherwise permitted hereunder, (x) the principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments, plus amounts paid in respect of fees, premiums, costs and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness and (2z) such Person executes a supplement to each if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder payment to the Intercompany NoteObligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (i) Permitted Other Debt and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof, in each case assumed or incurred for any purpose, including to finance a Permitted Acquisition, other permitted Investments or Capital Expenditures and Indebtedness of Restricted Subsidiaries that otherwise meets the requirements of the definition of Permitted Other Debt except for the fact that it is incurred by a non-Credit Party; provided that 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; (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above (which may be Permitted Other Notes or Permitted Other Loans); provided that, except to the extent required under Section 9.11; provided that otherwise expressly permitted hereunder, (x) the assets covered principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by such pledges and security interests may, an amount equal to the extent permitted by Section 10.2unpaid accrued interest and premium thereon plus any unused commitments plus amounts paid in respect of fees, equally premiums, costs and ratably secure expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness assumed and (z) such Indebtedness complies with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of the definition of “Permitted Other Loans” or “Permitted Other Notes”, as applicable, except, in the case of Indebtedness of Restricted Subsidiaries, where such Indebtedness fails to meet the requirement that it be incurred by a Credit Party; (iii) the aggregate amount of Indebtedness incurred or assumed under this clause Section 10.1(k) (CA) shall not apply to any Indebtedness exceed (i) the greater of the type that could have been incurred under Section 10.1(g), and (Dx) after giving effect to the assumption $275,000,000 and (y) 16% of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day 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, plus (ii) additional amounts if, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof and, if applicable, the Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition, or Capital Expenditure, the Consolidated Total Net Leverage Ratio is no greater than 4.50 to 1.0 (or, to the extent incurred or assumed in connection with a Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition, or Capital Expenditure, the Consolidated Total Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence of such Indebtedness) is not greater than 4.50 to 1.00 or shall not be higher than the Consolidated Total Net Leverage Ratio immediately prior to such Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition, or Capital Expenditure and (B) by Restricted Subsidiaries that are not Subsidiary Guarantors, when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(d) and (ii) shall not exceed the greater of (x) $300,000,000 and (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, in each case at any time outstanding; and (iv) if such Permitted Other Debt incurred (and for the avoidance of doubt, not “assumed”) pursuant to this clause (k) is a term loan that ranks pari passu in right of security with the Initial Term Loans as to payment and security, the Initial Terms Loans shall be subject to the adjustment (if applicable) set forth in the proviso to Section 2.14(c)(iii) as if such assumption Permitted Other Debt were an Incremental Term Loan incurred hereunder; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and acquisition had occurred completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business (including in respect of construction or restoration activities) or consistent with past practice or in respect of coal mine reclamation, 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; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitment plus the amounts paid in respect of fees, costs and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension and (y) additional obligors with respect to such Indebtedness are not added; (i) additional Indebtedness and (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the aggregate amount of Indebtedness incurred or issued pursuant to this Section 10.1(n) shall not exceed the greater of (x) $275,000,000 and (y) 16% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the first day time of such Test Period;incurrence or issuance, in each c

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, to create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15 hereof and any Permitted Credit Agreement Refinancing Debt incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Subsidiary Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L Intercompany Note or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LN within 60 days of the Closing Date or such later date as the Administrative Agent shall reasonably agree, in each case, to the extent permitted by Requirements of Applicable Law and not giving rise to material adverse tax consequences, (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor owing to any other Restricted Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Restricted Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or any Subsidiary Guarantor; (di) 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 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 workers’ compensation claims)) and (ii) Indebtedness supported by Letters of Credit in an amount not to exceed the Stated Amount of such Letters of Credit; (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or licensees, sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)distribution partners; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days the proceeds of which are used to finance the acquisition, lease, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance or otherwise issued or incurred in respect of Capital Expenditures; provided that (A) such Indebtedness is issued or incurred concurrently with or within 270 days after the applicable acquisition, lease, construction, lease, repair, replacement expansionreplacement, expansion or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) such Indebtedness is not issued or incurred to acquire Capital Leases entered into pursuant Stock of any Person and (ii) any Permitted Refinancing Indebtedness issued or incurred to subclause (i) above (Refinance such Indebtedness; provided that, in after giving effect to the case incurrence or issuance of each of the foregoing subclauses (i) and (ii)any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, covenants set forth in Sections 10.9 and 10.10 as such covenant is recomputed as at the last day of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period); ; (g) (i) Indebtedness arising under Capitalized Leases, other than Capitalized Leases in effect on the Closing Date (and set forth on Schedule 10.1) and (iiiii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that, after giving effect to the incurrence or issuance of any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period; 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 Indebtedness outstanding under this clause (g) shall not exceed the greater of (x) $10,000,000 and (y) 0.3% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred based upon the Section 9.1 Financials most recently delivered on or prior to Refinance any such Indebtednessdate of incurrence); (h) Closing Date Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednesswith respect thereto; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements incurred in the ordinary course of business and, subject to at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary Acquisition or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required similar Investments permitted under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent10.5; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;that:

Limitation on Indebtedness. The Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume issue, assume, guarantee or suffer otherwise become directly or indirectly liable, contingently or otherwise with respect to exist any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents and (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (bii) Indebtedness under the Term Loan Credit Documents (including Guarantee Obligations thereundersubject to the limitations set forth in the Intercreditor Agreement) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (cb) Indebtedness of (i) Holdings, the Borrower or any Subsidiary Guarantor owing to Holdings, the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, J; (ii) any Subsidiary that is not a Subsidiary Guarantor owing to any other Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Subsidiary Guarantor owing to Holdings, the Borrower or any Subsidiary Guarantor;. (dc) 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)) but in any event, not in respect of Hedging Agreements; (ed) subject to compliance with Section 10.5except as provided in clauses (h), (k), and (l) below, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) Holdings or the Borrower in respect of Indebtedness of the Borrower or any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) lessors and (s)licensees; (gf) (i) Indebtedness (including Attributable Indebtedness and other Indebtedness arising under Capital Capitalized Leases) incurred within 270 days the proceeds of which are used to finance the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance or otherwise incurred in respect of Capital Expenditures; provided that (A) such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, lease, repair, replacement expansionreplacement, expansion or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leasesimprovement, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower and its Restricted Subsidiaries shall be in compliance compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness Indebtedness, with the Financial Performance Covenantcovenants set forth in Section 9.11 of the Term Loan Credit Agreement, as such covenant is covenants are recomputed as at the last day of the most recently ended Test Period as if the incurrence of such incurrence Indebtedness had occurred on the first day of such Test Period); Period and (iiiC) such Indebtedness is not incurred to acquire Capital Stock of any Person and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (hg) (i) Indebtedness outstanding arising under Capitalized Leases, other than Capitalized Leases in effect on the date hereof listed Closing Date (and set forth on Schedule 10.1 10.1) or Capitalized Leases entered into pursuant to Section 10.1(f), and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness provided that (A) any obligations existing on the Closing Date (x) that were not included on the balance sheet of the Borrower and the Restricted Subsidiaries as Capitalized Lease Obligations and (y) that are subsequently recharacterized as Capitalized Lease Obligations due to a change in accounting treatment shall not be treated as Capitalized Lease Obligations for the purpose of this Section 10.1(g) and (B) the aggregate principal amount of Indebtedness outstanding permitted under this Section 10.1(g), when combined with the aggregate principal amount of Indebtedness outstanding under Sections 10.1(k) and 10.1(l), shall not exceed $60,000,000 at any time; (i) Closing Date Indebtedness (other than Indebtedness permitted under Sections 9.1(a) and 9.1(j)) and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to Hedging Agreements incurred in the limitations set forth in Section 10.10ordinary course of business and not for speculative purposes; (ji) Indebtedness in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $500,000,000 plus the PIK Interest Amount and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (including such PIK Interest Amount); (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: that (Ax) 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, , (By) 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), ) and (C) (1z)(A) the Capital Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) 9.11 and (2B) such Person executes a supplement to each of the Guarantee, the Security Agreement and Agreement, the Pledge Agreement and a joinder the Intercreditor Agreement (or alternative guarantee and security arrangements in relation to the Intercompany Note, in each case Obligations) to the extent required under Section 9.11Sections 9.10, 9.11 or 9.14(b), as applicable; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent); provided, further, ; that the requirements of this clause (Cz) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(f); and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding under this Section 10.1(k), andwhen combined with the aggregate principal amount of Indebtedness outstanding under Sections 10.1(g) and 10.1(l) shall not exceed $60,000,000 at any time; (Di) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition; provided that (x) such Indebtedness is not guaranteed in any respect by Holdings, the Borrower or any other Subsidiary Guarantor except to the extent permitted under Section 10.5, and (y)(A) the Borrower or such other relevant Credit Party pledges the Capital Stock of any Person acquired in such Permitted Acquisition (the “acquired Person”) to the Collateral Agent to the extent required under Section 9.11 and (B) such acquired Person executes a supplement to the Guarantee, the Security Agreement, the Pledge Agreement and the Intercreditor Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Sections 9.10, 9.11 or 9.14(b), as applicable (provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness incurred with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent); and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding under this Section 10.1(l), when combined with the aggregate principal amount of Indebtedness outstanding under Sections 10.1(g) and 10.1(k) shall not exceed $60,000,000 at any time; (i) unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligation) in the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (n) Indebtedness arising from agreements of Holdings, the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with the disposition of any business, assets or Capital Stock permitted hereunder, other than 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; provided that (i) such Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)) and (ii) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the assumption Borrower and the Restricted Subsidiaries in connection with such disposition; (o) Indebtedness arising from agreements of any such Indebtedness, to such acquisition and to any related Pro Forma AdjustmentHoldings, the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments permitted under Section 10.5; (p) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedging Agreements; (q) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedging Agreements; (r) (i) unsecured Indebtedness representing deferred compensation to employees, consultants or independent contractors of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business; and (ii) Indebtedness consisting of obligations of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries under deferred compensation to their employees, consultants or independent contractors or other similar arrangements incurred by such Persons in connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder; (s) unsecured Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock of Holdings (or any direct or indirect parent thereof to the extent such direct or indirect parent use the proceeds to finance the purchase or redemption (directly or indirectly) of Capital Stock of Holdings), or the Borrower permitted by Section 10.6; (t) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business provided that such Indebtedness (other than credit or purchase cards) is extinguished within 10 Business Days of its incurrence and such Indebtedness in respect of credit or purchase cards is extinguished within 60 days of its incurrence; (u) additional Indebtedness and any refinancing, refunding, renewal or extension thereof; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(u) shall be in not exceed $25,000,000 at any time; provided, further, that, if the most recent compliance certificate delivered pursuant to Section 9.1(d) demonstrates, on a Pro Forma Basis with the Financial Performance CovenantBasis, a Consolidated Total Debt to Consolidated EBITDA Ratio of 4.00:1.00 or less as such covenant is recomputed as at of the last day of the most recently ended Test Period as to which such compliance certificate relates, the Borrower or any of its Restricted Subsidiaries may incur up to $25,000,000 of additional Indebtedness under this Section 10.1(u); (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (w) Indebtedness in respect of Permitted Additional Notes to the extent that the Net Cash Proceeds therefrom are offered to prepay the Term Loans in accordance with Section 4.2(a)(i) of the Term Loan Credit Agreement; (x) Indebtedness of Restricted Foreign Subsidiaries (and if such assumption Restricted Foreign Subsidiary is not a Subsidiary Guarantor without recourse against the Borrower or Subsidiary Guarantors, in each case except as permitted under Section 9.5) for working capital purposes in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; and (y) all customary premiums (if any), interest (including post-petition interest), fees, expenses, charges and acquisition had occurred additional or contingent interest on obligations described in each of the first day of such Test Period;Sections 10.1(a) through 10.1(x) above.

Limitation on Indebtedness. (A) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or to any Guarantor owing Subsidiary of the Borrower and (ii) subject to compliance with Section 10.5(g), any Subsidiary to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Restricted Subsidiary that is not a Guarantor shall (x) be evidenced by of the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorBorrower; (dc) Indebtedness in respect of any bankers’ acceptancebanker’s acceptances, 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)business; (ed) except as provided in clauses (i) and (j) below, subject to compliance with Section 10.510.5(g), Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that there shall be no Subsidiary Guarantee (A) if the by any Restricted Subsidiary that is not a Subsidiary Guarantor of any 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness Borrower and (B) no guarantee by any Restricted Subsidiary in respect of any the Senior Notes or Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted Notes, unless such Restricted Subsidiary shall have also provided Guarantee is made by a guarantee of the Obligations substantially on the terms set forth Subsidiary Guarantor and such Subsidiary Guarantee is unsecured (and subordinated in the Guaranteecase of Permitted Additional Notes that are subordinated); (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) lessors and (s)licensees; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of (A) the acquisitionacquisition (by purchase, constructionlease or otherwise), lease, repair, replacement, expansion construction or improvement of fixed or capital assets (including real property), and (B) any ECA Financings to finance (1) the acquisitionacquisition (by purchase, constructionlease or otherwise), lease, repair, replacement expansion, construction or improvement of such fixed or capital assets; assets and (2) such ECA Financings or otherwise incurred in respect of capital expenditures, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), ) above; provided that the Borrower shall be in compliance on a Pro Forma Basis after giving effect aggregate amount of Indebtedness incurred pursuant to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and this subclause (iii) shall not exceed $150,000,000 at any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtednesstime outstanding; (hg) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednesshereto; (ih) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: that (Av) the Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with Section 11, (w) 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, , (Bx) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such Person person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), Subsidiary) and (C) (1y)(A) the Stock capital stock of such Person is pledged to the Collateral Administrative Agent to the extent required under Section 9.11(b) 9.12 and (2B) such Person executes a supplement to each of the Guarantee, the applicable Security Agreement and the applicable Pledge Agreement (or alternative guarantee and a joinder security arrangements in relation to the Intercompany NoteObligations reasonably acceptable to the Administrative Agent) to the extent required under Section 9.11 or 9.12, as applicable; provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (j)(y) below then applies; (j) Indebtedness of the Borrower or any Restricted Subsidiary (including any Permitted Additional Notes) incurred to finance a Permitted Acquisition; provided that (w) the Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with Section 11, (x) except in the case of Permitted Additional Notes, such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the “acquired Person”) as a result of such (A) the Borrower pledges the capital stock of such acquired Person to the Administrative Agent to the extent required under Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the applicable Security Agreement and the applicable Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agent) to the extent required under Section 9.11 or 9.12, as applicable; provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (i)(y) above then applies; (k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, customs 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, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (l) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that the Net Cash Proceeds thereof are promptly applied to the extent required by Section 5.2); (m) Indebtedness not otherwise permitted under this Section 10.1; provided, however, that (i) both immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom, (ii) the Borrower and its Restricted Subsidiaries shall, on a pro forma basis after giving effect to the incurrence or issuance and application of the proceeds of such Indebtedness, be in compliance with Section 11 and (iii) as of the date any such Indebtedness is incurred, on a pro forma basis after giving effect to the incurrence and application of the proceeds of such Indebtedness, the Consolidated Total Debt to Consolidated EBITDA Ratio for the Test Period immediately preceding such date shall be less than or equal to 6.75 to 1.0; provided, further, that no more than $400,000,000 in aggregate principal amount of Indebtedness of one or more Restricted Subsidiaries that are not Guarantors incurred pursuant to this clause (m) shall be outstanding at any one time; (n) Indebtedness in respect of Permitted Additional Notes to the extent that the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term Loans in accordance with Section 5.2; (o) Indebtedness of the Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification and similar obligations in connection with acquisitions or sales of assets and/or businesses effected in accordance with the requirements of this Agreement; (p) Indebtedness of the Borrower or any Subsidiary Guarantor not otherwise permitted hereunder in an aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness then outstanding and incurred pursuant to this clause (p), does not exceed the greater of (x) $500,000,000 and (y) 3% of the Total Assets of the Borrower at the time of incurrence, at any one time outstanding; (q) Guarantee Obligations (i) of the Borrower in favor of its Subsidiaries to permit foreign currency transactions or fund transfers in an aggregate amount not to exceed $20,000,000 at any time outstanding, (ii) of the Borrower or any of its Subsidiaries as a guarantor of the lessee under any lease pursuant to which the Borrower or any of its Subsidiaries is the lessee, other than any capital lease pursuant to which a Subsidiary that is not a Subsidiary Guarantor is the lessee, so long as such lease is otherwise permitted hereunder, (iii) of the Borrower or any of its Subsidiaries as a guarantor of any Capitalized Lease Obligation to which a Joint Venture is a party or any contract entered into by such Joint Venture in the ordinary course of business; provided that the maximum liability of the Borrower or any of its Subsidiaries in respect of any obligations as described in this clause (iii) is permitted as an Investment pursuant to the requirements of Section 10.5, and (iv) of the Borrower or any of its Subsidiaries which may be deemed to exist pursuant to the Transactions or acquisition agreements entered into in connection with Permitted Acquisitions (including any obligation to pay the purchase price therefor and any indemnification, purchase price adjustment and similar obligations to the extent otherwise permitted hereunder); (r) obligations of the Borrower or any Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business, in each case to the extent required under Section 9.11; provided that constituting Indebtedness; (s) Contribution Indebtedness, so long as (i) no Default or Event of Default shall exist at the assets covered by such pledges and security interests may, time of or immediately after giving effect to the extent permitted incurrence thereof, (ii) calculations are made by the Borrower demonstrating pro forma compliance (giving effect to the application of proceeds of such Contribution Indebtedness) with the covenants contained in Section 10.211 for the Test Period most recently completed, equally (iii) the Borrower shall furnish to the Administrative Agent a certificate from an Authorized Officer certifying to the best of his or her knowledge as to compliance with the requirements of this Section 10.1(A)(s) and ratably secure containing the calculations required by the preceding clause (ii), and (iv) the aggregate amount of such Indebtedness assumed with in excess of the Secured Parties subject CI Contributions made in determining the amount of such Indebtedness pursuant to intercreditor arrangements the determination of Contribution Indebtedness is subordinated in right of payment to the Obligations pursuant to subordination provisions in form and substance reasonably satisfactory to the Administrative Agent; provided; (t) Indebtedness of Subsidiaries that are not Subsidiary Guarantors for working capital purposes, further, that so long as the requirements of Indebtedness under this clause (Ct) shall does not apply exceed $100,000,000 in the aggregate at any time outstanding; (u) Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse (except for Standard Securitization Undertakings) to the Borrower or any of its Subsidiaries other than a Receivables Subsidiary in an amount not to exceed $600,000,000 at any time outstanding; (v) letters of credit and bank guarantees denominated in currencies other than Dollars and Euros, so long as the aggregate U.S. Dollar equivalent of all such letters of credit and bank guarantees does not exceed $20,000,000 at any time; (w) Permitted Refinancing Indebtedness in respect of any Indebtedness of the type that could have been incurred permitted under Section 10.1(gclauses (f), (g), (i), (j), (l), (m), (n), (s), (t) and (v) of this Section 10.1(A); and (Dx) after giving effect Indebtedness of Intelsat New ▇▇▇▇ Company, Ltd. and its Subsidiaries so long as the Indebtedness under this clause (x) does not exceed $250,000,000 in the aggregate at any time outstanding. (B) The Borrower will not issue any preferred stock or other preferred equity interests other than Qualified PIK Securities; provided that the Borrower or any Restricted Subsidiary may issue Disqualified Preferred Stock to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, extent that the Borrower same shall be in compliance on a Pro Forma Basis with treated as, and shall be restricted to the Financial Performance Covenantsame extent as, as such covenant Indebtedness for borrowed money for all purposes under this Agreement and is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;otherwise permitted to be issued hereunder.

Limitation on Indebtedness. The Borrower will not, and the Borrower will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness; provided that the Borrower and any Restricted Subsidiary may incur Incurrence Test Indebtedness other than except that Restricted Subsidiaries that are not Guarantors may not incur Incurrence Test Indebtedness in an aggregate principal amount outstanding at any time exceeding $25,000,000 minus (without duplication) the followingaggregate outstanding amount of the aggregate amount of Guarantee Obligations incurred under Section 10.1(d)(ii)(C)(1) and Section 10.1(d)(ii)(C)(2). Notwithstanding the foregoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical subordinated to the subordination Obligations on terms set forth in Exhibit L, in each case, reasonably satisfactory to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 including (i) 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-reimbursement- type obligations regarding workers compensation claims); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect [reserved], (iii) any bank guarantees, US-DOCS\144294102.18 letters of Indebtedness of Restricted Subsidiaries that is permitted credit or similar facilities required by any Governmental Authority or to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness satisfy any governmental or regulatory requirements and (Biv) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (sconsistent with past practices); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including the 2016 Incremental Term Loans, the New Revolving Credit Commitments pursuant to Sections 2.16 the 2016 Incremental Amendment, the 2018 Incremental Term Loans, the 2019 Incremental Term Loans, the New Revolving Credit Commitments pursuant to the Seventh Amendment, the Eighth Amendment, the Ninth Amendment and, the Eleventh Amendment and 2.17 the Twelfth Amendment and any Permitted Refinancing Debt other Indebtedness incurred to Refinance such Indebtednessas permitted by Sections 2.14, 2.15 and 13.1); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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 claimsclaims and similar obligations); (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) 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(e10.1(d) 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 Indebtedness, and (B) no guarantee the aggregate amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(k) aboveand 10.1(ii), shall not exceed the greater of (x) shall be permitted unless such Restricted Subsidiary shall have also provided $300,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a guarantee Pro Forma Basis) at the time of the Obligations substantially on the terms set forth incurrence or issuance, in the Guaranteeeach case at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessorslessors and licensees, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(dSection 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 (g), (h), (i), (q), (rii) shall not be construed to limit the requirements of Section 10.1(b) and (s); (gd) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired contemplated by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test PeriodPlan;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createCreate, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including of any Loan Party pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Loan Document; (b) (i) prior to the Senior Subordinated Notes I Termination Date, Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary and (ii) on or after the Senior Subordinated Notes I Termination Date, Indebtedness of the Borrower to any Subsidiary and of any fees, underwriting discounts, premiums and Wholly Owned Subsidiary Guarantor to the Borrower or any other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such IndebtednessSubsidiary; (c) Indebtedness of (iincluding, without limitation, Capital Lease Obligations) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing secured by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent Liens permitted by Section 10.5, 6.3(g) in an aggregate principal amount not to exceed $5,000,000 at any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantorone time outstanding; (d) Indebtedness outstanding on the Amendment/Restatement Effective Date and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in respect the principal amount thereof or any shortening of the maturity of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into principal amount thereof); (e) Guarantee Obligations made in the ordinary course of business (including in respect by the Borrower or any 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 its Subsidiaries of obligations regarding workers compensation claims); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted any 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) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeGuarantor; (f) Guarantee Obligations (i) incurred in Indebtedness of the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) Borrower and (s)the other Loan Parties under the Term Loan Agreement and any promissory notes issued thereunder; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisitionBorrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $220,000,000, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases Guarantee Obligations of any Subsidiary Guarantor in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (respect of such Indebtedness; provided that, that in the case of each any Subsidiary Guarantor, such Guarantee Obligations are subordinated to the obligations of such Subsidiary Guarantor under the Guarantee and Collateral Agreement to the same extent as the obligations of the foregoing subclauses (i) and (ii), Borrower in respect of the Borrower shall be in compliance on a Pro Forma Basis after giving effect Senior Subordinated Notes are subordinated to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); Obligations and (iii) Indebtedness of the Borrower that refinances Senior Subordinated Notes and Guarantee Obligations of any Permitted Refinancing Subsidiary Guarantor in respect of such refinancing Indebtedness; provided, that (A) such refinancing Indebtedness issued or incurred and Guarantee Obligations shall be subordinated to Refinance any the obligations of the Borrower and the Subsidiary Guarantors under the Loan Documents to the same extent as the obligations of the Borrower and the Subsidiary Guarantors in respect of the Senior Subordinated Notes are subordinated, (B) the maturity date of such refinancing Indebtedness shall be no earlier than six months after the final maturity date of the Term Loans and (C) the terms of such refinancing Indebtedness, taken as a whole, shall not be materially less favorable to the Borrower and the Subsidiary Guarantors than the terms of the Senior Subordinated Notes; (h) Indebtedness of the Borrower issued to sellers of assets acquired in a Permitted Acquisition; provided, that (i) not more than $15,000,000 in aggregate principal amount of such Indebtedness may be outstanding on at any one time, (ii) such Indebtedness shall provide for no payment of principal, and no payment of interest other than payments in kind, to be made thereunder until the date hereof listed which is 91 days after the final maturity date of the Term Loans and (iii) such Indebtedness shall be subordinated to the Term Loans, Revolving Credit Loans, Swing Line Loans and Reimbursement Obligations on Schedule 10.1 terms and any Permitted Refinancing Indebtedness issued or incurred conditions reasonably satisfactory to Refinance such Indebtednessthe Administrative Agent; (i) Indebtedness in respect secured by Liens permitted by Section 6.3(l); provided, that the aggregate principal amount of Hedge Agreementssuch Indebtedness, subject to plus the limitations set forth in aggregate principal amount of Indebtedness permitted by Section 10.10;6.2(c), shall not at any time exceed $10,000,000; and (j) other unsecured Indebtedness, not included in clauses (a) through (i) Indebtedness of a Person or Indebtedness attaching above, not to the 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 exceed $10,000,000 at any of its Subsidiaries) or Indebtedness attaching to the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;outstanding.

Limitation on Indebtedness. The Borrower will not, and will not permit any No Credit Party or Subsidiary of the Restricted Subsidiaries to, Borrower shall create, incur, assume or suffer to exist any Indebtedness other than the followingDebt, except, without duplication: (ai) Indebtedness arising under the Debt of any Credit Documents (including Party or Borrower Subsidiary pursuant to Sections 2.16 any Credit Document; (ii) Debt of any Credit Party or Subsidiary of the Borrower secured by Permitted Liens provided that Debt secured by Permitted Liens described in Section 1.1(jjjjj) (xi), (xii) and 2.17 (xiii) in aggregate shall not exceed $5,000,000 at any one time; and any Permitted Refinancing refinancings, refundings, renewals or extensions thereof on financial and other terms no more onerous to the applicable Credit Party or Subsidiary of the Borrower in the aggregate than the financial and other terms of such Debt incurred to Refinance such Indebtedness(without any increase in the principal amount thereof); (biii) Indebtedness (including Guarantee Obligations thereunder) in respect Debt of the Senior Interim Loans, the Senior Notes and Borrower pursuant to Rate Protection Agreements entered into with any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such IndebtednessLender; (civ) Indebtedness of (i) the Borrower or Debt incurred by any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a or Borrower Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) 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, healthperformance, disability surety, bid 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); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred similar bond and completion guarantees provided by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary that is not a any Credit Party may not, by virtue of this Section 10.1(e) guarantee Indebtedness that such Restricted or Borrower 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)business; (gv) (i) Indebtedness (including Indebtedness Debt incurred by a Credit Party or Borrower Subsidiary arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement from agreements of such fixed Credit Party or capital assets; (ii) Indebtedness arising under Capital LeasesBorrower Subsidiary providing for indemnification, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case adjustment of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued purchase price or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired andsimilar obligations, in each case, was not created incurred in anticipation thereof,connection with any permitted Asset Sale provided that the maximum aggregate liability of such Debt shall at no time exceed the gross proceeds actually received by such Credit Party or Borrower Subsidiary from such permitted Asset Sale; (vi) in the case of the Borrower, Debt owing from the Borrower to Holdco, provided that: (A) such Debt is unsecured and fully subordinated and postponed to all debts and liabilities of the Borrower to the Lenders to the extent, and in a manner, satisfactory to the Required Lenders, and (B) the proceeds of such Indebtedness is not guaranteed in any respect Debt are used by the Borrower in the Business for purposes permitted under this Agreement or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is to purchase the survivor of a merger with such Person or any of its Subsidiaries),Purchased Shares; and (Cvii) (1) in the Stock case of such Person is pledged Holdco, Debt owing from Holdco to the Collateral Agent Borrower, provided that: (A) such Debt is unsecured and fully subordinated and postponed to all debts and liabilities of Holdco to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder Lenders to the Intercompany Noteextent, and in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests maya manner, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; providedRequired Lenders, further, that and (B) the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day proceeds of such Test Period;Debt are used by Holdco to purchase the Purchased Shares.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, to create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under (i) the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15 hereof and any Permitted Credit Agreement Refinancing Debt incurred to Refinance such Indebtedness); Indebtedness and (bii) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred Documents in connection with the foregoing an aggregate outstanding principal amount under this clause (ii) not to exceed $500,000,000 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessin respect thereof; (cb) Indebtedness of (i) the Borrower or any Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit 152 LPL – A&R Credit Agreement Party to a Subsidiary that is not a Subsidiary Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Effective Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L Intercompany Note or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LN within 60 days of the Effective Date or such later date as the Administrative Agent shall reasonably agree, in each case, to the extent permitted by Requirements of Applicable Law and not giving rise to material adverse tax consequences, (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor owing to any other Restricted Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Restricted Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or any Subsidiary Guarantor; (di) 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 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 workers’ compensation claims)) and (ii) Indebtedness supported by Letters of Credit in an amount not to exceed the Stated Amount of such Letters of Credit; (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or licensees, sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)distribution partners; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days the proceeds of which are used to finance the acquisition, lease, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance or otherwise issued or incurred in respect of Capital Expenditures; provided that (A) such Indebtedness is issued or incurred concurrently with or within 270 days after the applicable acquisition, lease, construction, lease, repair, replacement expansionreplacement, expansion or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) such Indebtedness is not issued or incurred to acquire Capital Leases entered into pursuant Stock of any Person and (ii) any Permitted Refinancing Indebtedness issued or incurred to subclause (i) above (Refinance such Indebtedness; provided that, in after giving effect to the case incurrence or issuance of each of the foregoing subclauses (i) and (ii)any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, covenants set forth in Sections 10.9 and 10.10 as such covenant is recomputed as at the last day of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period); ; (g) (i) Indebtedness arising under Capitalized Leases, other than Capitalized Leases in effect on the Effective Date (and set forth on Schedule 10.1) and (iiiii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that, after giving effect to the incurrence or issuance of any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on 153 LPL – A&R Credit Agreement a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period; 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 Indebtedness outstanding under this clause (g) shall not exceed the greater of (x) $10,000,000 and (y) 0.3% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred based upon the Section 9.1 Financials most recently delivered on or prior to Refinance any such Indebtednessdate of incurrence); (h) Indebtedness (i) outstanding on the date hereof Effective Date listed on Schedule 10.1 10.1(a) and any Permitted Refinancing Indebtedness issued with respect thereto and (ii) intercompany Indebtedness outstanding on the Effective Date (and to the extent such intercompany Indebtedness is not between or incurred to Refinance such Indebtednessamong Credit Parties or any 100% Non-Guarantor Pledgee, listed on Schedule 10.1(b)) and any Permitted Refinancing Indebtedness with respect thereto; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements incurred in the ordinary course of business and, subject to at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Effective Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary Acquisition or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required similar Investments permitted under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent10.5; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;that:

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including the 2016 Incremental Term Loans, the New Revolving Credit Commitments pursuant to Sections 2.16 the 2016 Incremental Amendment, the 2018 Incremental Term Loans, the 2019 Incremental Term Loans, the New Revolving Credit Commitments pursuant to the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Eleventh Amendment and 2.17 the Twelfth Amendment and any Permitted Refinancing Debt other Indebtedness incurred to Refinance such Indebtednessas permitted by Sections 2.14, 2.15 and 13.1); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by 196 AMERICAS 122173769123894352 the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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 claimsclaims and similar obligations); (ed) 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 Subsidiaries 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(e) 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(e10.1(d) 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 Indebtedness, and (B) no guarantee the aggregate principal amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(k) aboveand 10.1(ii) (but without duplication of such amounts), shall be permitted unless such Restricted Subsidiary shall have also provided not exceed the greater of (x) $300,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a guarantee Pro Forma Basis) at the time of the Obligations substantially on the terms set forth incurrence or issuance, in the Guaranteeeach case at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessorslessors and licensees, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(dSection 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 (g), (h), (i), (q), (rii) shall not be construed to limit the requirements of Section 10.1(b) and (s); (gd) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired contemplated by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test PeriodPlan;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, to create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under (i) the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15 hereof and any Permitted Credit Agreement Refinancing Debt incurred to Refinance such Indebtedness); Indebtedness and (bii) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred Documents in connection with the foregoing an aggregate outstanding principal amount under this clause (ii) not to exceed $500,000,000900,000,000 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessin respect thereof; (cb) Indebtedness of (i) the Borrower or any Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Subsidiary Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Effective Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L Intercompany Note or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LN within 60 days of the Effective Date or such later date as the Administrative Agent shall reasonably agree, in each case, to the extent permitted by Requirements of Applicable Law and not giving rise to material adverse tax consequences, (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor owing to any other Restricted Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Restricted Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or any Subsidiary Guarantor; (di) 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 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 workers’ compensation claims)) and (ii) Indebtedness supported by Letters of Credit in an amount not to exceed the Stated Amount of such Letters of Credit; (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or licensees, sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)distribution partners; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days the proceeds of which are used to finance the acquisition, lease, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance or otherwise issued or incurred in respect of Capital Expenditures; provided that (A) such Indebtedness is issued or incurred concurrently with or within 270 days after the applicable acquisition, lease, construction, lease, repair, replacement expansionreplacement, expansion or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) such Indebtedness is not issued or incurred to acquire Capital Leases entered into pursuant Stock of any Person and (ii) any LPL – Conformed A&R Credit Agreement Permitted Refinancing Indebtedness issued or incurred to subclause (i) above (Refinance such Indebtedness; provided that, in after giving effect to the case incurrence or issuance of each of the foregoing subclauses (i) and (ii)any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, covenants set forth in Sections 10.9 and 10.10 as such covenant is recomputed as at the last day of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period); ; (g) (i) Indebtedness arising under Capitalized Leases, other than Capitalized Leases in effect on the Effective Date (and set forth on Schedule 10.1) and (iiiii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that, after giving effect to the incurrence or issuance of any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period; 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 Indebtedness outstanding under this clause (g) shall not exceed the greater of (x) $10,000,000 and (y) 0.3% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred based upon the Section 9.1 Financials most recently delivered on or prior to Refinance any such Indebtednessdate of incurrence); (h) Indebtedness (i) outstanding on the date hereof Effective Date listed on Schedule 10.1 10.1(a) and any Permitted Refinancing Indebtedness issued with respect thereto and (ii) intercompany Indebtedness outstanding on the Effective Date (and to the extent such intercompany Indebtedness is not between or incurred to Refinance such Indebtednessamong Credit Parties or any 100% Non-Guarantor Pledgee, listed on Schedule 10.1(b)) and any Permitted Refinancing Indebtedness with respect thereto; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements incurred in the ordinary course of business and, subject to at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Effective Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary Acquisition or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required similar Investments permitted under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent10.5; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;that:

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) (x) Indebtedness arising under the Credit Documents Documents, (including pursuant y) Indebtedness in an aggregate principal amount not to Sections 2.16 and 2.17 exceed $3,750,000,000 at any time outstanding under the ABL Facility and any Permitted Receivables Financing (plus additional Indebtedness thereunder or under any amendment thereto, which together with any New Term Loans and New Revolving Credit Commitments incurred pursuant to Section 2.14 of this Agreement (other than (x) Refinancing Debt Term Loans, (y) Ratio First Lien Indebtedness and (z) Replacement Revolving Credit Commitments except to the extent such Replacement Revolving Credit Commitments were established in reliance on subclause (I)(y) of the proviso to Section 2.14(b)(ii)), do not exceed $1,500,000,000 in aggregate principal amount) and (z) intercompany Indebtedness of Restricted Subsidiaries, and any Guarantee Obligations in respect thereof, to allocate the Borrower’s cost of borrowing to such Subsidiaries with respect to Indebtedness referred to in subclauses (x) and (y) or in respect of Indebtedness incurred to Refinance such Indebtedness)following the Closing Date by the Borrower; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim LoansSubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit Lthat, in each case, all such Indebtedness of any Credit Party owed to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary Person that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) Credit Party shall be subordinated to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorObligations of such Credit Party on customary terms; (dc) 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); (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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 to the extent of this Section 10.1(e) guarantee any express restriction on Guarantee Obligations relating to such Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1provided for herein) and (ii) the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; , provided that that, except as provided in clauses (Aj) if the Indebtedness being guaranteed under this Section 10.1(eand (k) is subordinated to the Obligationsbelow, such Guarantee Obligations there shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any a Restricted Subsidiary that is not a Guarantor of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided of a guarantee of the Obligations substantially on the terms set forth in the GuaranteeCredit Party; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d10.5(g)(i)(f), (g10.5(g)(ii), (h), (i), (q), (r10.5(i) and (sor 10.5(q); (gf) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, construction 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 (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclauses (i) and (ii) above, provided, that the aggregate amount of Indebtedness incurred pursuant to this subclause (iii) at any time outstanding shall not exceed $300,000,000, and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i), (ii) above 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 other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension; (g) (i) Indebtedness outstanding on the Closing Date listed on Schedule 10.1 to the Original Credit Agreement, (ii) Indebtedness existing on the Closing Date (after giving effect to the Transactions) and owed by the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary, and any Guarantee Obligations in respect thereof, but only for so long as such Indebtedness or any refinancing, refunding or renewal thereof permitted by this subclause (ii) is held by the Borrower, such Restricted Subsidiary or a Credit Party and, in the case of each of the foregoing preceding subclauses (i) and (ii), any modification, replacement, refinancing, refunding, renewal or extension thereof (or, in the Borrower case of subclause (ii) only, any intercompany transfer of creditor positions in respect thereof pursuant to intercompany debt restructurings); provided that all such Indebtedness arising as a result of any such transfer of creditor positions as contemplated by subclause (ii) of any Credit Party owed to any Person that is not a Credit Party shall be in compliance on a Pro Forma Basis after giving effect subordinated to the incurrence Obligations of such Credit Party on customary terms; provided further that except to the extent otherwise expressly permitted hereunder, in the case of any such modification, replacement, refinancing, refunding, renewal or extension (but not any such transfer of creditor positions), (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 other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (y) the direct and contingent obligors with respect to such Indebtedness with are not changed (except that any Credit Party may also be made an obligor thereunder), and (z) except in the Financial Performance Covenantcase of a refinancing of Indebtedness pursuant to subclause (ii), either (I) such Indebtedness has a later final maturity and longer weighted average life to maturity than the Indebtedness being refinanced or (II) no portion of such refinancing Indebtedness matures prior to the Final Maturity Date (determined as such covenant is recomputed as at the last day of the most recently ended Test Period as if date such incurrence had occurred on the first day of such Test PeriodIndebtedness is incurred); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (ji) Indebtedness of Restricted Subsidiaries that are not Credit Parties in an aggregate principal amount at any time outstanding not to exceed $2,000,000,000; (i) Indebtedness of a Person or Indebtedness attaching to the 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 SubsidiariesPerson) or Indebtedness attaching to the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (bSection 2.17) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (b) [Reserved]; (c) Indebtedness (including Guarantee Obligations thereunder) in respect of (i) the 2020 Second Lien Facility and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness, in each case, if secured, subject to the Intercreditor Agreement and (ii) the Third Lien Facility and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (d) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each caseGuarantor, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesconsequences shall be subordinated to the Obligations pursuant to the Intercompany Note, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (de) Indebtedness in respect of any bankers’ acceptanceacceptances, bank guarantees, letter letters of credit, warehouse receipt receipts or similar facilities instruments entered into in the ordinary course of business or consistent with past practice or industry 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); provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (ef) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness or other obligations of the 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(e) 10.1(f), guarantee Indebtedness that such Restricted Subsidiary could not otherwise itself 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(e10.1(f) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Debt, Indebtedness under clause (bc) above) above or other Junior 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; (fg) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (j), (q), (r), (s) and (st); (gh) (i) Indebtedness (including Indebtedness arising under Capital Capitalized Leases) incurred prior to or within 270 365 days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assetsassets (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset); (ii) Indebtedness arising under Capital Capitalized Leases, other than (A) Capital Capitalized Leases in effect on the Closing Date and (B) Capital Capitalized Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period)above; and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; provided, that the aggregate principal amount of Indebtedness permitted by subclauses (i), (ii) and (iii) of this Section 10.1(h) shall not exceed at any time outstanding the greater of $30,000,000 and 2.0% of Consolidated Total Assets; and (iv) Indebtedness (including Capitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar equipment) in the aggregate amount not to exceed the greater of $25,000,000 and 1.6% of Consolidated Total Assets, in each case, determined at the time of incurrence (together with any Permitted Refinancing Indebtedness incurred in respect thereof) at any time outstanding; (hi) Indebtedness outstanding on the date hereof listed and set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (ij) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (jk) Indebtedness of the Borrower (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness) (x) incurred in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 or (y) assumed in connection with any Permitted Acquisition or similar Investment permitted under Section 10.5 so long as, in the case of Indebtedness assumed pursuant to clause (y) hereof, such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar Investment; provided that, after giving Pro Forma Effect to such Permitted Acquisition or similar Investment and the incurrence or assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) the greater of (A) $30,000,000 and (B) 2.0% of Consolidated Total Assets at any time outstanding plus (y) any additional amount of such Indebtedness so long as (i) if such Indebtedness is unsecured, either (X) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (Y) the Borrower would be permitted to incur $1.00 of unsecured, senior subordinated or subordinated Indebtedness, subject to a Person maximum Consolidated Total Net Leverage Ratio of 3.50:1.00 determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) and (ii) if such Indebtedness is secured by Liens on assets that constitute Collateral, either (X) the Consolidated Secured Net Leverage Ratio determined on Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (Y) the Borrower would be permitted to incur $1.00 of secured Indebtedness, subject to a maximum Consolidated Secured Net Leverage Ratio of 3.50:1.00 determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness); provided, further that (i) in the case of Indebtedness attaching incurred pursuant to clauses (x) and (y) hereof, any such Indebtedness shall have a maturity date that is after the assets Latest Maturity Date at the time such Indebtedness is incurred or assumed and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of a Person that, in either case, becomes a Restricted Subsidiary the Facility and (or is ii) any such Indebtedness incurred pursuant to clause (x) hereof by a Restricted Subsidiary that survives is not a merger with such Person or Credit Party shall not exceed in the aggregate at any time outstanding the greater of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary$37,500,000 and 2.5% of Consolidated Total Assets, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed determined 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agentincurrence; provided, further, that the requirements of this clause (CSection 10.1(k) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(h), and; (Dl) after giving effect [Reserved]; (m) Indebtedness arising from Permitted Intercompany Activities to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Periodextent constituting an Investment permitted by Section 10.5;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such IndebtednessSection 2.16); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, Borrower arising under the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and or any Permitted Refinancing Indebtedness issued or incurred to Refinance such IndebtednessIndebtedness so long as no Person shall guarantee such Indebtedness or Permitted Refinancing Indebtedness thereof unless such Person has guaranteed or contemporaneously guarantees the Obligations; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any SubsidiaryGrantor; provided that any such Indebtedness owing by a Credit Party Guarantor to a Subsidiary that is not a Guarantor shall (x) be evidenced by subordinated to the Obligations pursuant to the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesNote, (ii) any Subsidiary that is not a Guarantor Grantor owing to any other Subsidiary that is not a Guarantor Grantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor Grantor owing to the Borrower or any Guarantor; (d) Indebtedness in respect of any bankers’ acceptanceacceptances, bank guarantees, letter letters of credit, warehouse receipt receipts or similar facilities instruments entered into in the ordinary course of business or consistent with past practice or industry 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); provided that any reimbursement obligations in respect thereof are reimbursed within thirty (30) days following the incurrence thereof; (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness or other obligations of the 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 Guarantor may not, by virtue of this Section 10.1(e) ), guarantee Indebtedness that such Restricted Subsidiary could not otherwise itself incur or is expressly prohibited from guaranteeing 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations pursuant to a Subordination Agreement on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (bh) above) of this Section 10.1 or Other 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) subject to clauses (e)(A) and (B) of this Section 10.1, otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (rn) and (sq); (g) (i) Indebtedness (including Indebtedness arising under Capital Capitalized Leases) incurred prior to or within 270 three hundred sixty-five (365) days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement replacement, expansion, or improvement of such fixed or capital assets; assets (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset), (ii) Indebtedness arising under Capital Capitalized Leases, other than (A) Capital Capitalized Leases in effect on the Closing Date and (B) Capital Capitalized Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period)above; and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such IndebtednessIndebtedness under this Section 10.1(g); provided, that the aggregate principal amount of Indebtedness permitted by subclauses (i), (ii) and (iii) of this Section 10.1(g) shall not exceed the greater of $50,000,000 and three and one half percent (3.5%) of the Borrowing Base at the time of incurrence; (h) Indebtedness outstanding on the date hereof listed and set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) Indebtedness of the Borrower (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness) incurred in connection or assumed with any Permitted Acquisition or similar Investment permitted under Section 10.5 in an aggregate principal amount of Indebtedness outstanding at any time (i) Indebtedness not to exceed five percent (5.0%) of a Person the Borrowing Base then in effect, so long as immediately after giving pro forma effect to such Permitted Acquisition or Indebtedness attaching to similar Investment and the assets incurrence or assumption of a Person thatsuch Indebtedness, 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 the assets that are acquired by the Borrower shall be in compliance with the Financial Performance Covenants on a pro forma basis and no Event of Default shall have occurred and be continuing or any Restricted Subsidiary(ii) not to exceed an amount that would cause the Consolidated Total Net Leverage Ratio to exceed 2.50 to 1.00 at the time of incurrence of such Indebtedness on a pro forma basis, in each case so long as immediately after giving pro forma effect to such Permitted Acquisition or similar Investment and the Closing Date as the result incurrence or assumption of a Permitted Acquisitionsuch Indebtedness, no Event of Default shall have occurred and be continuing; provided that: (A) 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 the Equity Interests of the Person acquired in anticipation thereof, (B) such Indebtedness is not guaranteed in any respect by the Borrower Permitted Acquisition 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), (C) (1) the Stock of such Person is similar Investment shall be pledged to the Collateral Agent and such Person (other than a Production Sharing Entity) shall become a Guarantor in accordance with Section 9.10, in the case of any such Indebtedness secured by a Lien that is junior to the Lien securing the Obligations, the Borrowing Base shall be adjusted to the extent required under by Section 9.11(b) 2.14(e), and (2) in the case of any such Person executes a supplement secured Indebtedness incurred or assumed pursuant to each of the Guaranteethis Section 10.1(j), the Security Agreement holders of such Indebtedness have no recourse to property other than the property so acquired and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agentproperty so acquired shall not constitute Borrowing Base Properties; provided, further that in the case of Indebtedness incurred or assumed pursuant to this Section 10.1(j) or any applicable Permitted Refinancing Indebtedness thereof, any such Indebtedness shall have a maturity date that is after the Maturity Date and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facility; provided further, that the requirements of this clause (CSection 10.1(j) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and; (Dk) Indebtedness arising from Permitted Intercompany Activities to the extent constituting an Investment permitted by Section 10.5; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case provided in the ordinary course of business or consistent with past practice or industry practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practice; (i) other additional Indebtedness, provided that (A) the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(m) shall not at the time of incurrence thereof and immediately after giving effect thereto and the use of proceeds thereof on a pro forma basis exceed the greater of $75,000,000 and five percent (5.0%) of the Borrowing Base at the time of incurrence and (B) immediately after giving effect to the assumption incurrence or issuance thereof and the use of proceeds therefrom, (I) no Event of Default shall have occurred and be continuing and (II) no Borrowing Base Deficiency shall result therefrom and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (n) Indebtedness in respect of (i) Permitted Additional Debt; provided that (x) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom, to such acquisition and to any related Pro Forma Adjustment, (A) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance CovenantCovenants on a pro forma basis, as (B) no Event of Default shall have occurred and be continuing and (C) no Borrowing Base Deficiency shall result therefrom, (y) the Borrowing Base shall be adjusted to the extent required by Section 2.14(e), and (z) to the extent such covenant Indebtedness is recomputed as expressly subordinated in right of payment to the Obligations, such Indebtedness shall be subject to a Subordination Agreement and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (o) Cash Management Obligations, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements; (p) 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; (q) 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 assumed or entered into in connection with the Transactions or other Investments permitted by Section 10.5 and the Disposition of any business, assets or Equity Interests not prohibited hereunder; (r) Indebtedness of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums; (s) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries and the Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice or industry practice; (t) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions or any other Investment permitted hereunder; (u) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties in the ordinary course of business; (v) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (w) Indebtedness consisting of obligations in respect of Service Agreement Undertakings; (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (w) above; and (y) Permitted Pari Term Loan Debt incurred on or prior to the earlier of (x) October 30, 2024 and (y) the first Term Loan Facility Closing Date; provided that the aggregate principal amount of Permitted Pari Term Loan Debt permitted by this clause (y) shall not exceed, at the last day time of incurrence thereof, an aggregate principal amount equal to the lesser of the most recently ended Test Period as if following: (A) the Borrowing Base then in effect minus the Aggregate Elected Revolving Commitment Amounts then in effect and (B) an amount equal to thirty-three and one-third percent (33-1/3%) of the sum of (1) the Aggregate Elected Revolving Commitment Amounts then in effect plus (2) the aggregate principal amount of Permitted Pari Term Loan Debt then outstanding (after giving effect to any such assumption incurrence of Permitted Pari Term Loan Debt). For the purposes of determining compliance with, and acquisition had occurred on the first day outstanding principal amount of Indebtedness incurred pursuant to and in compliance with, this Section 10.1, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 10.1, the Borrower, 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 Test Period;Indebtedness in one of the clauses of this Section 10.1.

Limitation on Indebtedness. The Borrower Parent will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist (collectively, “incur” and collectively, an “incurrence”) any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents or any Credit Agreement Refinancing Indebtedness (including pursuant to Sections 2.16 any Refinancing Amendment) and 2.17 (ii) Indebtedness arising under the Revolving Loan Credit Agreement in a principal amount not exceeding at any one time outstanding the greater of (x) $1,300,000,000 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)(y) the Borrowing Base; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower Parent or any Guarantor Credit Party owing to the Borrower Parent or any Subsidiary; Restricted Subsidiary of the Parent, provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) must be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical unsecured and expressly subordinated to the subordination prior payment in full in cash of all Obligations on such terms that are set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequencesP, (ii) any Restricted Subsidiary that who is not a Guarantor Credit Party owing to any other Restricted Subsidiary that who is not a Guarantor Credit Party and (iii) subject to the extent permitted by compliance with Section 10.510.05, any Restricted Subsidiary that who is not a Guarantor Credit Party owing to the Borrower or any GuarantorCredit Party; (dc) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course Ordinary Course of business 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); (ed) subject to compliance with Section 10.510.05 at the time of incurrence, Guarantee Obligations incurred by (i) Restricted Subsidiaries of the Parent in respect of Indebtedness of the Borrower Parent 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower Parent in respect of Indebtedness of the Restricted Subsidiaries of the Parent that is permitted to be incurred under this Agreement; , provided that that, except as provided in clauses (Aj) if the Indebtedness being guaranteed under this Section 10.1(eand (k) is subordinated to the Obligationsbelow, such Guarantee Obligations there shall be subordinated to the no Guarantee (x) by a Restricted Subsidiary that is not a Guarantor of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination any Indebtedness of such Indebtedness any Credit Party and (By) no guarantee by any Restricted Subsidiary in respect of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted Debt, unless such Restricted Subsidiary shall have also provided Guarantee is made by a guarantee of the Obligations substantially on the terms set forth Guarantor and, in the Guaranteecase of Permitted Additional Debt that is subordinated, is subordinated; (fe) Guarantee Obligations (i) incurred in the ordinary course Ordinary Course of business Business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)Section 10.05; (gf) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, construction 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 (A) Capital Leases in effect on the Closing date hereofClosing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above, provided, that the Borrower aggregate amount of Indebtedness incurred pursuant to this subclause (iii) shall be in compliance not exceed an amount at any time outstanding, equal to the greater of (x) $50,000,000 and (y) 1.5% of Consolidated Total Assets on a Pro Forma Basis after giving effect to the date of the incurrence of such Indebtedness, and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness with the Financial Performance Covenantspecified in subclause (i), as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (ii) or (iii) any Permitted Refinancing Indebtedness issued above, provided that, except to the extent otherwise expressly permitted hereunder, the principal amount thereof (including pursuant to clause (iii)) 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 other reasonable amounts paid and fees and expenses incurred to Refinance any in connection with such Indebtednessmodification, replacement, refinancing, refunding, renewal or extension; (hg) Indebtedness outstanding on the date hereof hereofClosing Date (i) listed on Schedule 10.1 10.01(g) and any Permitted Refinancing modification, replacement, refinancing, refunding, renewal or extension thereof, provided that, except to the extent otherwise expressly permitted hereunder, (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 other reasonable amounts paid and 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 and (y) the direct and contingent obligors with respect to such Indebtedness issued are not changed and (ii) owing by the Parent to any Restricted Subsidiary of the Parent or incurred by any Restricted Subsidiary of the Parent to Refinance such Indebtednessthe Parent or any other Restricted Subsidiary of the Parent; (ih) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (ji) [Reserved] (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary Credit Party (or is a Restricted Subsidiary Credit Party that survives a merger with such Person or any of its SubsidiariesPerson) or Indebtedness attaching to the assets that are acquired by the Borrower Parent or any Restricted SubsidiaryCredit Party, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: , provided, that (Aw) such Indebtedness existed at the time such Person became a Restricted Subsidiary Credit Party or at the time such assets were acquired and, in each case, was not created in anticipation thereof, , (Bx) such Indebtedness is not guaranteed in any respect by the Borrower Parent or any Restricted Subsidiary Credit Party (other than by any such Person that so becomes a Restricted Subsidiary Credit Party or is the survivor of a merger with such Person or and any of its Subsidiaries), ) and (C) (1y)(A) the Stock Equity Interests of such Person is pledged to the Collateral Agent Trustee to the extent required under Section 9.11(b) 9.13 and (2B) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; Sections 9.12 or 9.13, as applicable, provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause subclause (Cy) shall not apply to (I) an aggregate amount at any time outstanding of up to the greater of (A) $150,000,000 or (B) 4.25% of Consolidated Total Assets at the time of the incurrence of such Indebtedness (less all Indebtedness as to which the proviso to clause (k)(i)(y) below then applies, or that constitutes a modification, replacement, refinancing, refunding, renewal or extension pursuant to subclause (ii) below or subclause (k)(ii), as applicable) and (II) any Indebtedness of the type that could have been incurred under Section 10.1(g10.01(f), andand (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise expressly permitted hereunder, (X) the principal amount of any such Indebtedness 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 other reasonable amounts paid and 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 and (Y) the direct and contingent obligors with respect to such Indebtedness are not changed; (Di) Permitted Additional Debt of the Parent or any Restricted Subsidiary of the Parent, including Permitted Additional Debt incurred to finance a Permitted Acquisition, provided that (x) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Credit Party, such Indebtedness is not guaranteed by a Credit Party except as permitted by Section 10.05(g) and (y) if such Indebtedness is incurred to finance a Permitted Acquisition, (A) the Parent or another Credit Party pledges the Equity Interests of such acquired Person to the Collateral Trustee to the extent required under Section 9.13 and (B) such acquired Person executes a supplement to the Guarantee and the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agent) to the extent required under Section 9.12 or 9.13, as applicable; provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to the greater of (A) $150,000,000 or (B) 4.25% of Consolidated Total Assets at the time of the incurrence of such Indebtedness (less all Indebtedness as to which the proviso to clause (j)(i)(y) above then applies, or that constitutes a modification, replacement, refinancing, refunding, renewal or extension pursuant to subclause (ii) below or subclause (j)(ii), as applicable), and (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise expressly permitted hereunder, (x) the principal amount of any such Indebtedness 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 other reasonable amounts paid and 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 and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (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, including those incurred to secure health, safety and environmental obligations in the Ordinary Course of Business; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that the Net Cash Proceeds thereof are promptly applied to the prepayment of the Term Loans to the extent required by Section 5.02) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (n) (i) additional Indebtedness and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not at any time exceed an amount equal to the greater of (x) $150,000,000 and (y) 4.25% of Consolidated Total Assets on the date of the incurrence of such Indebtedness; (o) Indebtedness incurred by Restricted Subsidiaries that are Foreign Subsidiaries; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (o) shall not at any time exceed, an amount, in the aggregate, at any time outstanding, equal to the greater of (x) $125,000,000 and (y) 3.5% of Consolidated Total Assets at the time of the incurrence of such Indebtedness; (p) Indebtedness incurred by Restricted Subsidiaries that are not Credit Parties so long as (x) the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (p) shall not at any time exceed, an amount, in the aggregate, at any time outstanding, equal to the greater of (x) $125,000,000 and (y) 3.5% of Consolidated Total Assets at the time of the incurrence of such Indebtedness and (y) such Indebtedness matures no earlier than 91 days subsequent to the maturity of the initial Term Loans; (q) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the Ordinary Course of Business and, with regard to Restricted Subsidiaries that are not Credit Parties, Indebtedness in respect of cash pooling arrangements in the Ordinary Course of Business; (r) unsecured Indebtedness in respect of obligations of the Parent 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 (which require that all such payments be made within 60 days after the incurrence of the related obligation) in the Ordinary Course of Business and not in connection with the borrowing of money or Hedge Agreements; (s) Indebtedness arising from agreements of the Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with Permitted Acquisitions, other Investments and the disposition of any business, assets, or Equity Interests permitted hereunder, other than Guarantee Obligations incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing such acquisition, provided that (i) such Indebtedness is not reflected on the balance sheet of the Parent or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)) and (ii) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the assumption Parent and the Restricted Subsidiaries in connection with such disposition; (t) Indebtedness of the Parent or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the Ordinary Course of Business and not in connection with the borrowing of money or Hedge Agreements; (u) Indebtedness representing deferred compensation, severance and health and welfare retirement benefits to current and former employees of the Parent (or any direct or indirect parent thereof) and the Restricted Subsidiaries incurred in the Ordinary Course of Business; (v) unsecured, Subordinated Indebtedness consisting of promissory notes issued by the Parent or any Guarantor to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Equity Interests of the Parent (or any direct or indirect parent thereof) permitted by Section 10.06; (w) Indebtedness consisting of obligations of the Parent or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; (x) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (y) Indebtedness arising from advance payments received in the Ordinary Course of Business from customers for goods and services purchased or rented in the Ordinary Course of Business and not for borrowed money; (z) Indebtedness of any such Indebtedness, to such acquisition and to Receivables Entity in respect of any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;Qualified Receivables Tran

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createdirectly or indirectly, incurIncur, assume contingently or suffer otherwise, or permit to exist exist, with respect to any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15, and (ii) any Permitted Credit Agreement Refinancing Debt incurred Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness[reserved]; (ci) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letter letters of credit, warehouse receipt or similar facilities entered into 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), 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; (ed) subject to compliance with Except as otherwise limited by clauses (a), (h) and (u) of this Section 10.510.1, Guarantee Obligations incurred Incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement (except that 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) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement; provided that (Ai) if the applicable Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated to the Obligations and (ii) in the case of Guarantee Obligations of the Obligations on terms at least as favorable to the Lenders as those contained Borrower or any Subsidiary Guarantor in the subordination respect of such Indebtedness and (B) no guarantee by of any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) that is not a Subsidiary Guarantor, such Guarantee Obligations shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranteeby Section 10.5; (fe) Guarantee Obligations (i) incurred Incurred in the ordinary course of business or consistent with past practice in respect of obligations of (the Borrower or to) any Restricted Subsidiary to suppliers, customers, franchisees, lessors, licensees or licensees, sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)distribution partners; (gf) (i) Indebtedness (including Financing Lease Obligations and other Indebtedness arising under Capital Leasesmortgage financings and purchase money Indebtedness (including any industrial revenue bond, industrial development bond or similar financings)) incurred within 270 days the proceeds of which are used to finance (whether prior to or after) the acquisition, development, construction, lease, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of fixed assets, whether through the direct purchase of fixed assets or capital the Capital Stock of any Person owning such fixed assets to finance 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, lease, repair, replacement expansionrestoration, 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 fixed or capital assets; Indebtedness then outstanding pursuant to clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii) in respect of such Indebtedness arising under Capital Leasesthen outstanding) shall not, other than except as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to the greater of (Ax) Capital Leases in effect on the Closing Date $56,250,000 and (By) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case 25.00% of each Consolidated EBITDA of the foregoing subclauses Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of Incurrence (imeasured as of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered to the Administrative Agent on or prior to such date) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance any such Indebtedness; (g) [reserved]; (h) Closing Date Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements Incurred in the ordinary course of business or consistent with past practice and, subject to in each case, at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger merger, consolidation or amalgamation with such Person or any of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of an Acquisition or other Investment or Indebtedness of any Unrestricted Subsidiary that is redesignated as a Permitted AcquisitionRestricted Subsidiary; provided that: (A) subject to Section 1.10, after giving pro forma effect thereto, no Event of Default under Section 11.1 or 11.5 has occurred and is continuing; (B) 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 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) $33,750,000 and (y) 15.00% 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 Section 9.1 Financials most recently delivered to the Administrative Agent on or prior to such date plus (II) subject to Section 1.10, 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 Net Leverage 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 not greater than 3.00:1.00; (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,; (BD) 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; (CE) (1x) the Capital Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) 9.11 and (2y) such Person executes a supplement to each of the Guarantee, Guarantee and the Security Agreement (or alternative guarantee and security arrangements in relation to the Pledge Agreement Obligations) and a joinder counterpart signature page to the Intercompany NoteNotes, in each case to the extent required under Section 9.119.10, 9.11 or 9.14(b), as applicable; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (CE) shall not apply to any Indebtedness of the type that could have been incurred Incurred under Section 10.1(g10.1(f), ; and (Dii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (k) [reserved]; (i) unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with 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 or consistent with past practice and not in connection with the borrowing of money and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts payable Incurred in connection with goods sold or services rendered in the ordinary course of business or consistent with past practice and not in connection with the borrowing of money; (m) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent earnout obligations or similar obligations (including earn-outs), in each case entered into in connection with Acquisitions, other Investments and the Disposition of any business, assets or Capital Stock permitted hereunder, 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 Borrower or any such Restricted Subsidiary pursuant to such agreements; (n) Indebtedness in respect of contracts (including trade contracts and government contracts), statutory obligations, performance bonds, bid bonds, custom bonds, stay and appeal bonds, surety bonds, indemnity bonds, judgment bonds, performance and completion and return of money bonds and guarantees, financial assurances, bankers’ acceptance facilities and similar obligations or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case not in connection with the borrowing of money, including those incurred to secure health, safety and environmental obligations; (o) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business or consistent with past practice and not in connection with the borrowing of money; (i) Indebtedness representing deferred compensation to officers, directors, managers, employees, consultants or independent contractors of the Borrower and the Restricted Subsidiaries Incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations of the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their officers, directors, managers, employees, consultants or independent contractors or other similar arrangements Incurred by such Persons in connection with Acquisitions or any other Investment expressly permitted under Section 10.5 or Section 10.6; (q) unsecured Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to future, current or former officers, managers, consultants, directors, employees and independent contractors (or their respective Immediate Family Members) of the Borrower or any of its Subsidiaries, in each case, to finance the retirement, acquisition, repurchase or redemption of Capital Stock of the Borrower, in each case to the extent permitted by Section 10.6; provided that, any such Indebtedness shall reduce availability under Section 10.6 to the extent of any amounts incurred from time to time under this Section 10.1(q), whether or not outstanding, except in respect of amounts forgiven or cancelled without payment being made; (r) Cash Management Obligations, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements and otherwise in connection with deposit accounts and repurchase agreements permitted under Section 10.5; (s) [reserved]; (i) Indebtedness Incurred in connection with any Sale Leaseback and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; (u) Indebtedness in respect of (i) Permitted Additional Debt, the Net Cash Proceeds from which or, in the case of commitments, the new commitments of which, are required to be applied to (x) prepay the Term Loans and related amounts in the manner set forth in Section 5.2(a)(i) or (y) permanently reduce Revolving Credit Commitments, Replacement Revolving Credit Commitments or Extended Revolving Credit Commitments in the manner set forth in Section 5.2(e)(ii) (and any such Permitted Additional Debt shall be deemed to have been Incurred pursuant to this clause (i)), (ii) other Permitted Additional Debt; provided that, in the case of this clause (ii), at the time of Incurrence or provision thereof and after giving pro forma effect thereto and such other transactions being consummated in connection therewith and the use of the proceeds thereof, assuming that all commitments, if any, thereunder were fully drawn, the aggregate principal amount of (X) all such Indebtedness Incurred or provided under this Section 10.1(u)(ii) plus (Y) any Incremental Term Loans (other than those Incremental Term Loans Incurred under the proviso to Section 2.14(b)) and any Incremental Revolving Credit Commitment Increases that, in each case, have been Incurred or provided pursuant to Section 2.14(b)(A), shall not exceed the sum of (A) the Incremental Base Amount plus (B) an aggregate amount of Indebtedness, such that, after giving pro forma effect to the assumption of any such Indebtedness, to such acquisition Incurrence (and after giving pro forma effect to any related Pro Forma AdjustmentSpecified Transaction or Specified Restructuring to be consummated in connection therewith and assuming that all Incremental Revolving Credit Commitment Increases then outstanding and Incurred under Section 2.14(b)(B) were fully drawn), the Borrower shall would be in compliance on with a Pro Forma Basis with the Financial Performance CovenantConsolidated Total Net Leverage Ratio, calculated as such covenant is recomputed as at of the last day of the Test Period most recently ended Test Period on or prior to the Incurrence of any such Permitted Additional Debt, calculated on a pro forma basis, as if such assumption Incurrence (and acquisition any related transaction) had occurred on the first day of such Test Period, that is no greater than 3.00:1.00; provided, further, that, in each case of this clause (ii), subject to Section 1.10, no Event of Default shall have occurred and be continuing at the time of the Incurrence or provision of any such Indebtedness or after giving pro forma effect thereto and (iii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; provided that, without limitation of the requirements set forth in the definition of “Permitted Refinancing Indebtedness”, such Permitted Refinancing Indebtedness shall be of the type described in the definition of “Permitted Additional Debt”; (v) Indebtedness of (i) Restricted Subsidiaries that are Non-Credit Parties; provided that, at the time of the Incurrence thereof and after giving pro forma effect to such Incurrence and other transactions and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding in reliance on this Section 10.1(v) shall not exceed the greater of (x) $78,750,000 and (y) 35.00% 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 Section 9.1 Financials most recently delivered to the Administrative Agent on or prior to such date) an

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under any of the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Existing Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) Intercompany loans and advances made by the Borrower to any Subsidiary or made by any Guarantor owing Subsidiary to the Borrower or any Subsidiaryits Subsidiaries; provided that any if such Indebtedness is owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as Guarantor, such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to customary subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each caseterms, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) 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); (e) subject to compliance with Section 10.511.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e11.1(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.111.1) 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(e11.1(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d11.5(b)(iv), (gviii), (hxv), (i), (q), (rxvi) and (sxvii); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of of, or assumed in connection with, the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Effective Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis pro forma basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof Effective Date listed on Schedule 10.1 11.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Effective Date as the result of a Permitted Acquisition; provided that: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(bSections 10.10(c) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany NoteAgreement, in each case to the extent required under Section 9.1110.10; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.211.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to customary intercreditor arrangements in form and substance reasonably satisfactory not objected to by the Administrative AgentMajority Lenders within ten (10) Business Days of being provided with a substantially final draft of any such intercreditor agreement; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g11.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustmentpro forma adjustment, the Borrower shall be in compliance on a Pro Forma Basis pro forma basis with the Financial Performance Covenant; (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (j) (i) Indebtedness incurred to finance a Permitted Acquisition; provided that: (A) (1) the Stock of the Person acquired is pledged to the Collateral Agent to the extent required under Sections 10.10(c) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and delivers any other Security Documents, in each case, to the extent required under Section 10.10; (B) after giving effect to the incurrence of any such Indebtedness, to such acquisition and to any related pro forma adjustment, the Borrower shall be in compliance on a pro forma basis with the Financial Performance Covenant, as such covenant is are recomputed as at the last day of the most recently ended Test Period as if such assumption incurrence and acquisition had occurred on the first day of such Test Period; (C) the maturity of such Indebtedness is not earlier than, and no mandatory repayment or redemption (other than customary change of control or asset sale offers or upon any event of default) is required prior to, 91 days after the Maturity Date (determined at the time of issuance or incurrence); and (D) such Indebtedness is not guaranteed in any respect by the Borrower or any Subsidiary Guarantor except to the extent permitted under Section 11.5;

Limitation on Indebtedness. The Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising owing under the Credit Documents (including pursuant to Sections 2.16 2.14 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)2.15 hereof; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) Holdings, the Borrower or any Subsidiary who is a Guarantor owing to Holdings, the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that who is not a Guarantor owing to any other Subsidiary that who is not a Guarantor and (iii) subject to the extent permitted by Section 10.5, any Subsidiary that who is not a Guarantor owing to Holdings, the Borrower or any Subsidiary who is a Guarantor; (dc) 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 and not 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)Hedging Agreements; (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of Holdings, the Borrower or any other Restricted Subsidiaries 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) Holdings or the Borrower in respect of Indebtedness of Holdings, the Borrower or any Restricted Subsidiaries Subsidiary that is permitted to be incurred under this Agreement; provided that (A) 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) lessors and (s)licensees; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days the proceeds of which are used to finance the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansionassets, or improvement otherwise incurred in respect of such fixed or capital assets; Capital Expenditures, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks, (iii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date (and (Bset forth on Schedule 10.1) and Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower shall be in compliance on a Pro Forma Basis after giving effect aggregate amount of Indebtedness incurred pursuant to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and this subclause (iii) shall not exceed $10,000,000 at any Permitted Refinancing time outstanding (excluding the aggregate amount of any operating leases which are subsequently reclassified or recharacterized as Capital Leases under GAAP), and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness issued specified in subclause (i), (ii) or (iii) above, provided that, except to the extent otherwise expressly permitted hereunder, the principal amount of any Indebtedness, modified, replaced, refinanced, refunded, renewed or extended pursuant to this clause (iv) 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 other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension; (g) Closing Date Indebtedness (other than the Senior Unsecured Subordinated Notes) and any modification, replacement, refinancing, refunding, renewal or extension thereof, provided that, except to Refinance the extent otherwise expressly permitted hereunder, (i) the principal amount of any Indebtedness, modified, replaced, refinanced, refunded, renewed or extended pursuant to this clause (g) does not exceed the principal amount thereof outstanding immediately prior to such Indebtednessmodification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessin respect of Hedging Agreements; (i) Indebtedness in respect of Hedge AgreementsSenior Unsecured Subordinated Notes and any refinancing, subject refunding, renewal or extension thereof; provided, that, except to the limitations set forth extent otherwise expressly permitted hereunder, (x) the principal amount thereof does not exceed the sum of (A) the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension plus (B) the amount of any interest, premiums or penalties required to be paid thereon plus (C) reasonable fees and expenses, associated thereof, (y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) such Indebtedness has terms material to the interests of the Lenders not materially less advantageous to the Lenders, taken as a whole, than those of the Senior Unsecured Subordinated Notes being refinanced (such refinancing, refunding, renewed or extended Indebtedness, “Refinanced Senior Unsecured Subordinated Notes”), and (ii) Indebtedness in respect of Permitted Additional Notes to the extent the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term Loans in accordance with Section 10.105.2(a)(i); (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: provided, that (Ax) 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, , (By) such Indebtedness is not guaranteed in any respect by Holdings, the Borrower or any Restricted Subsidiary (other than any such Person person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), Subsidiary) and (C) (1z)(A) the Capital Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) 9.12 and (2B) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and a joinder security arrangements in relation to the Intercompany Note, in each case Obligations) to the extent required under Section 9.11; 9.11 or 9.12, as applicable (provided that the assets covered by such pledges and securing interests may, to the extent permitted under Section 10.2, equally and ratably secure such Indebtedness assumed), and (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise expressly permitted hereunder, the principal amount of 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 plus other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension; (i) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition; provided, that (x) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Guarantor, such Indebtedness is not guaranteed in any respect by Holdings, the Borrower or any other Guarantor except as permitted under Section 10.5 and (y)(A) the Borrower or such other relevant Credit Party pledges the Capital Stock of any Person acquired in such Permitted Acquisition (the “acquired Person”) to the Collateral Agent to the extent required under Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Sections 9.11 or 9.12, as applicable, (provided that the assets covered by such pledges and securing interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements incurred) and (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in form and substance reasonably satisfactory subclause (i) above; provided that, except to the Administrative Agentextent otherwise expressly permitted hereunder, the principal amount of 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 plus other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided, furtherthat, except to the extent otherwise expressly permitted hereunder, the principal amount of any such Indebtedness does not exceed the sum of (x) the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension plus (y) the amount of any interest, premiums or penalties required, to be paid thereon plus (z) reasonable fees associated therewith; (m) unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the requirements incurrence of the related obligation) in the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements; (n) Indebtedness arising from agreements of Holdings, the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with Permitted Acquisitions and the disposition of any business, assets or Capital Stock permitted hereunder, 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; provided, that (i) such Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (Ci)) and (ii) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and the Restricted Subsidiaries in connection with such disposition; (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedging Agreements; (p) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums arising in the ordinary course of business and not in connection with the borrowing of money or Hedging Agreements; (q) Indebtedness in respect of Margin Lines of Credit and Warehouse Lines of Credit; (r) Indebtedness representing deferred compensation to employees, consultants and independent contractors of Holdings, the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business; (s) subordinated Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors, managers, consultants and employees, their respective successors, executors, administrators, heirs, legatees or distributees to finance the retirement, acquisition, repurchase or redemption of Capital Stock permitted by Section 10.6; (t) cash management obligations and other Indebtedness in respect of netting services, overdraft protections, automatic clearinghouse arrangements, employee credit cards and similar arrangements in each case in the ordinary course of business and consistent with past business practices; (u) all customary premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in each of the clauses of this Section 10.1; (v) Indebtedness in respect of (i) Permitted Other Debt issued or incurred in exchange for, or which modifies, extends, refinances, renews, replaces or refunds or the Net Cash Proceeds therefrom are applied to the prepayment of Term Loans in the manner set forth in Section 5.2(a)(i), and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, in the case of this clause (ii) except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (except for any original issue discount thereon and the amount of fees, expenses and premium in connection with such refinancing) and (y) such Indebtedness otherwise complies with the definition of Permitted Other Debt; and (w) additional Indebtedness and any refinancing, refunding, renewal or extension thereof; provided, that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this clause (w) shall not apply to at any Indebtedness of the type time exceed $25,000,000; provided that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be and the Restricted Subsidiary may incur additional Indebtedness under this clause (w) in compliance on a Pro Forma Basis with an aggregate principal amount not to exceed the Financial Performance Covenant, as such covenant is recomputed as at product of (1) (x) 7.5% multiplied by (y) the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;Consolidated EBITDA Growth Factor multiplied by (2) $1,300,000,000.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createCreate, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including of any Loan Party pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Loan Document; (b) (i) prior to the Senior Subordinated Notes I Termination Date, Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary and (ii) on or after the Senior Subordinated Notes I Termination Date, Indebtedness of the Borrower to any Subsidiary and of any fees, underwriting discounts, premiums and Wholly Owned Subsidiary Guarantor to the Borrower or any other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such IndebtednessSubsidiary; (c) Indebtedness of (iincluding, without limitation, Capital Lease Obligations) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing secured by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent Liens permitted by Section 10.5, 6.3(g) in an aggregate principal amount not to exceed $5,000,000 at any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantorone time outstanding; (d) Indebtedness outstanding on the Amendment/Restatement Effective Date and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in respect the principal amount thereof or any shortening of the maturity of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into principal amount thereof); (e) Guarantee Obligations made in the ordinary course of business (including in respect by the Borrower or any of workers compensation claims, health, disability its Subsidiaries of obligations of the Borrower 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)any Subsidiary Guarantor; (ef) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or and the other Restricted Subsidiaries that is permitted to be incurred Loan Parties under this the Revolving Credit Agreement and any promissory notes issued thereunder; (except that a Restricted Subsidiary that is not a Credit Party may not, by virtue i) Indebtedness of this Section 10.1(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $220,000,000, (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness; provided that in the case of any Subsidiary Guarantor, such Guarantee Obligations are subordinated to the obligations of such Subsidiary Guarantor under the Guarantee and Collateral Agreement to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations and (iii) Indebtedness of Restricted Subsidiaries the Borrower that is permitted to be incurred under this Agreementrefinances Senior Subordinated Notes and Guarantee Obligations of any Subsidiary Guarantor in respect of such refinancing Indebtedness; provided provided, that (A) if the such refinancing Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, such and Guarantee Obligations shall be subordinated to the Guarantee obligations of the Obligations on Borrower and the Subsidiary Guarantors under the Loan Documents to the same extent as the obligations of the Borrower and the Subsidiary Guarantors in respect of the Senior Subordinated Notes are subordinated, (B) the maturity date of such refinancing Indebtedness shall be no earlier than six months after the final maturity date of the Term Loans and (C) the terms at least of such refinancing Indebtedness, taken as a whole, shall not be materially less favorable to the Lenders as those contained in Borrower and the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee Guarantors than the terms of the Obligations substantially on the terms set forth in the Guarantee; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such IndebtednessSenior Subordinated Notes; (h) Indebtedness of the Borrower issued to sellers of assets acquired in a Permitted Acquisition; provided, that (i) not more than $15,000,000 in aggregate principal amount of such Indebtedness may be outstanding on at any one time, (ii) such Indebtedness shall provide for no payment of principal, and no payment of interest other than payments in kind, to be made thereunder until the date hereof listed which is 91 days after the final maturity date of the Term Loans and (iii) such Indebtedness shall be subordinated to the Term Loans, Revolving Credit Loans, Swing Line Loans and Reimbursement Obligations on Schedule 10.1 terms and any Permitted Refinancing Indebtedness issued or incurred conditions reasonably satisfactory to Refinance such Indebtednessthe Administrative Agent; (i) Indebtedness in respect secured by Liens permitted by Section 6.3(l); provided, that the aggregate principal amount of Hedge Agreementssuch Indebtedness, subject to plus the limitations set forth in aggregate principal amount of Indebtedness permitted by Section 10.10;6.2(c), shall not at any time exceed $10,000,000; and (j) other unsecured Indebtedness, not included in clauses (a) through (i) Indebtedness of a Person or Indebtedness attaching above, not to the 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 exceed $10,000,000 at any of its Subsidiaries) or Indebtedness attaching to the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;outstanding.

Limitation on Indebtedness. The Borrower Company will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness; provided that the Company or any Restricted Subsidiary may incur Indebtedness other than if the followingConsolidated EBITDA to Consolidated Interest Expense Ratio for the most recently ended Test Period after giving Pro Forma Effect to the incurrence of such Indebtedness and the application of proceeds therefrom would be at least 2.00 to 1.00. Notwithstanding the foregoing, the Company and the Restricted Subsidiaries may create, incur, assume or suffer to exist any of the following Indebtedness: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Subsidiary Guarantor owing to Holdings, the Borrower Company or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that who is not a Guarantor owing to any other Subsidiary that who is not a Guarantor and (iii) subject to the extent permitted by compliance with Section 10.5, any Subsidiary that who is not a Guarantor owing to the Borrower or any Subsidiary Guarantor; (dc) Indebtedness in respect of any bankers’ acceptance, bank guaranteesguarantee, letter of credit, warehouse receipt or similar facilities facility 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); (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower Company 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower Company in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement; , provided that that, except as provided in clauses (j) and (k) below, there shall be no Guarantee (A) if the by a Restricted Subsidiary that is not a Guarantor of any 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 at least as favorable to the Lenders as those contained in the subordination of such Indebtedness Company and (B) no guarantee in respect of the First Lien Loans or Permitted Additional Debt, unless such Guarantee is made by any Restricted Subsidiary a Guarantor and, in the case of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranteethat is subordinated, is subordinated; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or and (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)Section 10.5; (gf) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, construction 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 (A) Capital Leases in effect on the Closing Date date hereof and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above, provided, that the Borrower shall be in compliance on a Pro Forma Basis after giving effect aggregate amount of Indebtedness incurred pursuant to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and this subclause (iii) shall not exceed $50,000,000 at any Permitted Refinancing time outstanding, and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness issued specified in subclause (i), (ii) or (iii) above, provided that, except to the extent otherwise expressly permitted hereunder, the principal amount thereof (including pursuant to clause (iii)) 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 other reasonable amounts paid and fees and expenses incurred to Refinance any in connection with such Indebtednessmodification, replacement, refinancing, refunding, renewal or extension; (hg) Indebtedness outstanding on the date hereof (i) listed on Schedule 10.1 and any Permitted Refinancing modification, replacement, refinancing, refunding, renewal or extension thereof, provided that (A) 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 other reasonable amounts paid and 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 and (B) the direct and contingent obligors with respect to such Indebtedness issued are not changed and (ii) owing by the Company to any Restricted Subsidiary or incurred by any Restricted Subsidiary to Refinance such Indebtednessthe Company or any other Restricted Subsidiary; (ih) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (ji) the First Lien Loans, other than First Lien Loans constituting Permitted First Lien Incremental Indebtedness, in an aggregate principal amount, together with the aggregate face amount of all letters of credit issued under the First Lien Credit Agreement, not to exceed $1,115,000,000, and any modification, replacement, refinancing, refunding, renewal or extension of such First Lien Loans (including with the proceeds of Permitted Additional Debt), provided that (A) 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 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 a final maturity date equal to or later than the final maturity date of the Indebtedness under being modified, replaced, refinanced, refunded, renewed or extended, 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 the Indebtedness being modified, replaced, refinanced, refunded, renewed or extended, provided that a certificate of an Authorized Officer of the Company 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 Company 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 Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary or is merged with or into a Restricted Subsidiary (or where the survivor thereof is a Restricted Subsidiary that survives a merger with such Person or any of its SubsidiariesSubsidiary) or Indebtedness attaching to the assets that are acquired by the Borrower Company or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: , provided, that (Aw) such Indebtedness existed at the time such Person became (or merged with) a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, , (Bx) such Indebtedness is not guaranteed in any respect by the Borrower Company or any Restricted Subsidiary (other than by any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or and any of its Subsidiaries), ) and (C) (1y)(A) the Stock and Stock Equivalents of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) 9.12 and (2B) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; 9.11 or 9.12, as applicable, provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause subclause (Cy) and the preceding proviso shall not apply to (I) an aggregate amount at any time outstanding of up to $240,000,000 at such time of the aggregate of (1) such Indebtedness (and modifications, replacements, refinancings, refundings, renewals and extensions thereof pursuant to subclause (ii) below) and (2) all Indebtedness as to which the second proviso to clause (k)(i) below then applies and (II) any Indebtedness of the type that could have been incurred under Section 10.1(g10.1(f), andand (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise expressly permitted hereunder, (X) the principal amount of any such Indebtedness 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 other reasonable amounts paid and 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 and (Y) the direct and contingent obligors with respect to such Indebtedness are not changed; (Di) Permitted Additional Debt of the Company or any Restricted Subsidiary incurred to finance a Permitted Acquisition, provided that (x) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Guarantor, such Indebtedness is not guaranteed by the Company or any Guarantor except as permitted by Section 10.5(g) and (y)(A) the Company or another Credit Party pledges the Stock and Stock Equivalents of such acquired Person to the Collateral Agent to the extent required under Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Collateral Agent) to the extent required under Section 9.11 or 9.12, as applicable, (provided that that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to $240,000,000 at such time of the aggregate of (1) such Indebtedness (and modifications, replacements, refinancings, refundings, renewals and extensions thereof pursuant to subclause (ii) below) and (2) all Indebtedness as to which clause (I) of the second proviso to clause (j)(i) above then applies, and (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise expressly permitted hereunder, (X) the principal amount of any such Indebtedness 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 other reasonable amounts paid and 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 and (Y) the direct and contingent obligors with respect to such Indebtedness are not changed; (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, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that the Net Cash Proceeds thereof are promptly applied to prepayments of the Term Loans to the extent required by Section 5.2) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (i) additional Indebtedness and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not at any time exceed $240,000,000; provided, however, not more than $120,000,000 in aggregate principal amount of Indebtedness of the Company or any Subsidiary Guarantor incurred under this clause (n) shall be secured; (o) Indebtedness in respect of Permitted Additional Debt to the extent that the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term Loans in accordance with Section 5.2; (p) unsecured Indebtedness in respect of obligations of the Company or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services, provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligation) in the ordinary course of business and not in connection with the borrowing of money or Hedging Agreements; (q) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with Permitted Acquisitions, other Investments and the disposition of any business, assets or Capital Stock permitted hereunder, 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, provided that (i) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)) and (ii) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the assumption Company and the Restricted Subsidiaries in connection with such disposition; (r) Indebtedness of the Company or any such IndebtednessRestricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, to such acquisition in each case arising in the ordinary course of business and to any related Pro Forma Adjustment, the Borrower shall be not in compliance on a Pro Forma Basis connection with the Financial Performance Covenant, as such covenant is recomputed as at the last day borrowing of money or Hedging Agreements; (s) Indebtedness representing deferred compensation to employees of the most recently ended Test Period as if such assumption Company (or any direct or indirect parent thereof) and acquisition had occurred on the first day Restricted Subsidiaries incurred in the ordinary course of such Test Periodbusiness; (t) Unsecured, subordinated Indebtedness consisting of promissory notes in an aggregate principal amount of not more than $50,000,000 issued by the Company or any Guarantor to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, adminis

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including any Indebtedness incurred pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such IndebtednessSection 2.14); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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); (ed) 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 Subsidiaries 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(e10.1(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(e10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and Indebtedness, (B) no guarantee [Reserved] and (C) the aggregate amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 10.1(j) above) and Section 10.1(n), shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranteenot exceed $200,000,000 at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g10.5(g), (h10.5(i), (i10.5(q), (q), (r10.5(t) and (s10.5(v); (gf) (i) 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, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; 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 (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing 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), the Borrower shall be in compliance on a Pro Forma Basis after giving effect (ii) or (iii) above; provided that, except to the incurrence 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 Closing Date listed on Schedule 10.1 and the Prepetition Debt 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, (i) the principal amount thereof (including any unused commitments) 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, (ii) the direct and contingent obligors with respect to such Indebtedness are not changed (iii) no portion of such Indebtedness with matures prior to the Financial Performance Covenant, Stated Maturity of such Indebtedness as such covenant is recomputed in effect as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); Closing Date and (iiiiv) if the Indebtedness being refinanced, or any Permitted Refinancing 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 (it being understood that an Incremental Amendment may provide, without the consent of any other Lender required, for restrictions similar and in addition to those set forth in this Section 10.1(g)(iv) on modification, replacement, refinancing, refunding, renewal or extension of Indebtedness issued which matures on or incurred to Refinance any after the Maturity Date but on or before the final maturity date for the Incremental Term Loans in such IndebtednessIncremental Amendment); (h) Indebtedness outstanding on in respect of Hedging Agreements; provided that (i) other than in the date hereof listed on Schedule 10.1 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 Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessspeculative Commodity Hedging Agreements must be entered into in the ordinary course of business and shall be consistent with past practice; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10[reserved]; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including pursuant to any Indebtedness incurred as permitted by Sections 2.16 2.14, 2.15 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness13.1); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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 claimsclaims and similar obligations); (ed) 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 Subsidiaries 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(e) 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(e10.1(d) 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 Indebtedness, and (B) no guarantee the aggregate principal amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(k) aboveand 10.1(ii) (but without duplication of such amounts), shall be permitted unless such Restricted Subsidiary shall have also provided not exceed the greater of (x) $35,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a guarantee Pro Forma Basis) at the time of the Obligations substantially on the terms set forth incurrence or issuance, in the Guaranteeeach case at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(dSection 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 (g), (h), (i), (q), (rii) shall not be construed to limit the requirements of Section 10.1(b) and (sd); (gf) (i) 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, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; 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 (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower aggregate principal amount of Indebtedness incurred pursuant to this clause (iii) shall be in compliance on a Pro Forma Basis after giving effect to not exceed the incurrence greater of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day (x) $35,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period as (calculated on a Pro Forma Basis) at the time of incurrence or issuance, in each case at any time outstanding; provided further that the cap set forth in the immediately preceding proviso shall cease to limit the amount of Indebtedness permitted to be incurred pursuant to this clause (iii) if the Consolidated Total Net Leverage Ratio is not greater than 6.00 to 1.00 (on a Pro Forma Basis for such transaction and the incurrence had occurred of such Indebtedness) and (iv) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii) above; provided that, except to the extent otherwise permitted hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension plus unused commitments; (g) Indebtedness existing on the first day Closing Date, and to the extent the principal amount of such Test Period)Indebtedness exceeds $15,000,000, set forth on Schedule 10.1 and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof; provided that except to the extent otherwise permitted hereunder, in the case of any such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (i) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, or extension, (ii) additional obligors do not guarantee such Indebtedness and (iii) if the Indebtedness being refinanced, or any Permitted Refinancing guarantee thereof, constituted Indebtedness issued subordinated in right of payment to the Obligations, then such replacement or incurred refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to Refinance any such Indebtednessthe Obligations to substantially the same extent, taken as a whole; (h) Indebtedness outstanding on in respect of Hedging Agreements; provided that (i) other than in the date hereof listed on Schedule 10.1 case of Commodity Hedging Agreements, such Hedging Agreements are not entered into for speculative purposes (as determined by the Borrower in good faith) and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessspeculative Commodity Hedging Agreements must be entered into in the ordinary course of business (as determined by the Borrower in good faith); (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10[reserved]; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted AcquisitionAcquisition or other permitted Investment (including through merger or consolidation); provided that: that (Ax) such Indebtedness existed at the time such Person became a Restricted Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, thereof and (By) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries),, unless such Guarantee Obligations is separately permitted under this Section 10.1; (Cii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (1i) the Stock of such Person is pledged to the Collateral Agent above; provided that, except to the extent required under Section 9.11(botherwise permitted hereunder, (x) the principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments, plus amounts paid in respect of fees, premiums, costs and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness and (2z) such Person executes a supplement to each if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder payment to the Intercompany NoteObligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (i) Permitted Other Debt and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof, in each case assumed or incurred for any purpose, including to finance a Permitted Acquisition, other permitted Investments or Capital Expenditures and Indebtedness of Restricted Subsidiaries that otherwise meets the requirements of the definition of Permitted Other Debt except for the fact that it is incurred by a non-Credit Party; provided that 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; (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above (which may be Permitted Other Notes or Permitted Other Loans); provided that, except to the extent required under Section 9.11; provided that otherwise expressly permitted hereunder, (x) the assets covered principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by such pledges and security interests may, an amount equal to the extent permitted by Section 10.2unpaid accrued interest and premium thereon plus any unused commitments plus amounts paid in respect of fees, equally premiums, costs and ratably secure expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness assumed (unless such additional obligors are also (or will simultaneously therewith become) Guarantors hereunder) and (z) such Indebtedness complies with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of the definition of “Permitted Other Loans” or “Permitted Other Notes”, as applicable, except, in the case of Indebtedness of Restricted Subsidiaries, where such Indebtedness fails to meet the requirement that it be incurred by a Credit Party; (iii) the aggregate principal amount of Indebtedness incurred or assumed under this Section 10.1(k) (A) except with respect to Indebtedness incurred pursuant to the immediately preceding clause (ii) above, shall not exceed (i) amounts available under the Incremental Fixed Dollar Basket (it being understood that any Indebtedness incurred or assumed pursuant to this clause (Ci) shall not apply to any Indebtedness of reduce the type that could have been incurred under Section 10.1(g)Incremental Fixed Dollar Basket on a dollar-for-dollar basis) plus (ii) additional amounts if, and (D) on a Pro Forma Basis after giving effect to the assumption incurrence of any such IndebtednessIndebtedness and the application of proceeds thereof and, if applicable, the Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition or Capital Expenditure, (x) in the case of Indebtedness secured by Liens on the Collateral that rank pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis) is no greater than 5.25 to 1.00 (or, to such acquisition and to any related Pro Forma Adjustmentthe extent incurred or assumed in connection with a Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”) Disposition or Capital Expenditure, the Borrower shall be in compliance Consolidated First Lien Net Leverage Ratio (on a Pro Forma Basis with for such transaction and the Financial Performance Covenantincurrence of such Indebtedness) shall not be higher than the greater of (I) 5.25 to 1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition, permitted Investment (including a prospective Investment as such covenant is recomputed as at contemplated by the last day definition of “Specified Transaction”), Disposition or Capital Expenditure), (y) in the most recently ended Test Period as if such assumption and acquisition had occurred case of Indebtedness secured by Liens on the first day Collateral that rank junior to the Liens on the Collateral securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis) is no greater than 5.50 to 1.00 (or, to the extent incurred or assumed in connection with a Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition or Capital Expenditure, the Consolidated Secured Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence of such Test Period;Indebtedness) shall not be higher than the greater of (I) 5.50 to 1.00 and (II) the Consolidated Secured Net Leverage Ratio immediately prior to such Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition or Capital Expenditure) and (z) in the case of unsecured Indebtedness or Indebtedness secured only by Liens on assets that do not constitute Collateral, either (A) the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis) is no greater than 6.00 to 1.00 (or, to the extent incurred or assumed in connection with a Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition or Capital Expenditure, the Consolidated Total Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence of such Indebtedness) shall not be higher than the greater of (I) 6.00 to 1.00 and (II) the Consolidated Total Net Leverage Ratio immediately prior to such Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition or Capital Expenditure) or (B) the Fixed Charge Coverage Ratio (calculated on a pro forma basis) is no less than 2.00 to 1.00 (or, to the extent incurred or assumed in connection with a Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition or Capital Expenditure, the Fixed Charge Coverage Ratio (on a Pro Forma Basis for such transaction and the incurrence of such Indebtedness) shall not be less than the lesser of (x) 2.00 to 1.00 and (y) the Fixed Charge Coverage Ratio immediately prior to such Permitted

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt Indebtedness incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L I or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit LI, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax Tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (dc) 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 or consistent with past practice or industry 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); (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e10.1(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(e10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) Permitted Junior Lien 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (ge) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred prior to or within 270 days of following the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed assets (real or capital assets personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (above; provided that, in the case of each of the foregoing subclauses (i) and (ii), the aggregate principal amount of such Indebtedness shall not exceed, at the time of incurrence thereof, the greater of (x) $4,000,000 and (y) 7.5% of the then effective Borrowing Base; provided further that, in the case of Indebtedness incurred in reliance on the foregoing subclause (y), the Borrower shall be in compliance on a Pro Forma Basis Compliance immediately after giving effect to the incurrence of such Indebtedness with (and the Financial Performance Covenant, as such covenant is recomputed as at the last day use of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Periodproceeds thereof); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (if) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Documents; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes Intercompany loans and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) advances made by the Borrower to any Restricted Subsidiary or made by any Guarantor owing Restricted Subsidiary to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date its Restricted Subsidiaries so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical acceptable to the subordination terms set forth in Exhibit L, in each caseAdministrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (dc) 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); (ed) subject to compliance with Section 10.5, Guarantee Obligations incurred by of (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) 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 but (A) if the Indebtedness being guaranteed under this Section 10.1(e10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (bg) abovebelow) 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; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s)sublicensees; (gf) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of of, or assumed in connection with, the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; , (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided thatbut, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test PeriodCovenants); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (hg) Indebtedness outstanding on the date hereof Closing Date listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisitiontransaction permitted under this Agreement; provided thatbut: (A) 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, (B) 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),, and (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance CovenantCovenants; and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness consisting of secured financings by a Foreign Subsidiary in which no Credit Party’s assets are used to secure such Indebtedness; (j) 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 or consistent with past practice; (k) obligations in respect of Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (l) 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; (m) 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 any acquisition or Disposition permitted hereunder; (n) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) obligations contained in firm transportation or supply agreements or other take or pay contracts, in each case arising in the ordinary course of business; (o) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower (or, to the extent such work is done for the Borrower or its Subsidiaries, any direct or indirect parent thereof) and the Restricted Subsidiaries incurred in the ordinary course of business; (p) Indebtedness to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) permitted by Section 10.6; (q) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties in the ordinary course of business; (r) Indebtedness secured by Liens on the Collateral (A) the priority of which are subordinated to the Lien securing the Obligations under the Security Documents or (B) which are separate from, but the priority of which are equal and ratable with, the Liens securing the Obligations and subject to an Acceptable Collateral Trust Agreement providing for payment priority of the Obligations ahead of such Indebtedness, if in each case that: (i) at the time of, and after giving pro forma effect to, the incurrence of such Indebtedness, no Event of Default, or Borrowing Base Deficiency shall exist and be continuing and the Collateral Requirements shall be satisfied, (ii) (A) to the extent the terms and documentation for such Indebtedness are not substantially consistent with the corresponding Credit Documents (excluding terms as to interest rates, fees, floors, funding discounts and redemption or prepayment premiums), either (1) such terms and documentation shall be reasonably satisfactory to the Administrative Agent or (2) such terms and documentation shall either (X) not be materially more restrictive, taken as a whole, to the Borrower and its Restricted Subsidiaries, than the Credit Documents (or the Lenders receive the benefit of the more restrictive terms which, for avoidance of doubt, may be provided to them without their consent), in each case, as certified by an Authorized Officer of the Borrower in good faith or (Y) apply after the Maturity Date and (B) the Administrative Agent shall have received an opinion of special counsel to the Borrower covering such covenant matters as the Administrative Agent shall reasonably request, (iii) the holders of such Indebtedness or their representative will have (A) entered into a joinder to the Intercreditor Agreement subordinating their Lien to that securing the Obligations or (B) entered into the Intercreditor Agreement or joinder thereto and/or an Acceptable Collateral Trust Agreement, as applicable, (iv) such Indebtedness will not have scheduled amortization and will not mature by its terms before 91 days after the Maturity Date in effect at the time such Indebtedness is recomputed incurred, (v) the principal amount of such Indebtedness and all other then-outstanding Junior Lien Debt shall not exceed the Junior Lien Basket; (vi) if any Junior Lien Debt is FLLO Debt issued after the Closing Date, then in addition to the other requirements of this Section 10.1(r), (A) the principal amount of all FLLO Debt shall not exceed $1,000,000,000 at any one time outstanding and (B) if any FLLO Debt is outstanding as at of the last day of any fiscal quarter, the present value of the Borrowing Base Properties as of such date, valued at Strip Prices as of such date and discounted at the rate of 9% per annum, must be at least 150% of the sum of the Total Exposure plus the then-outstanding principal balance of all FLLO Debt, (vii) the Borrowing Base in effect on the date of issuance shall be reduced by an amount equal to 25% of the principal amount of such Indebtedness, and (viii) the proceeds of such Junior Lien Debt are used to Refinance existing Indebtedness of the Borrower or any other Group Member; (s) Indebtedness under Hedge Agreements permitted by Section ‎10.10; (t) Indebtedness of any Restricted Subsidiary that is not a party to a Guarantee at the time such Indebtedness is incurred; but the aggregate principal amount of Indebtedness outstanding at any time pursuant to this clause (t) shall not at the time of incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, exceed 15% of Adjusted Consolidated Net Tangible Assets of the Borrower (measured as of the date such Indebtedness is incurred based upon the financial statements most recently ended Test Period as available before such date); (u) Indebtedness secured by Liens on (A) real property that is not Oil and Gas Property and that is not material to the operation of any Mortgaged Property and (B) fixtures and personal property related to the real property in the foregoing clause (A) and that is also not material to the operation of any Mortgaged Property; (v) Permitted Additional Debt if immediately after giving effect to the incurrence of any such assumption Indebtedness, (1) no Default or Event of Default has occurred and acquisition had occurred is continuing or would result therefrom and (2) the Borrower shall be in compliance on a Pro Forma Basis with the first day Financial Performance Covenants, and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Permitted Additional Debt; (w) Indebtedness in an aggregate principal amount not to exceed $750,000,000 at any one time outstanding, if immediately after giving effect to the incurrence of such Test Period;Indebtedness, (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants, and any Permitted Refinancing Indebtedness issued or incurred to refinance such Indebtedness; and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (w) above.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incurincur or assume any Indebtedness. Notwithstanding the foregoing, assume or suffer the limitations set forth in the immediately preceding paragraph shall not apply to exist any Indebtedness other than of the followingfollowing items: (a) Indebtedness arising under the Credit Documents (including pursuant to any Indebtedness incurred as permitted by Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness13.1); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical similar to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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 claimsclaims and similar obligations); (ed) 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 Subsidiaries 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(e) 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(e10.1(d) 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 L/C Issuers as those contained in the subordination of such Indebtedness Indebtedness, and (B) no guarantee the aggregate principal amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), shall not exceed the greater of (x) above$100,000,000 and (y) shall be permitted unless such Restricted Subsidiary shall have also provided solely on or after the Q2 2024 Financials Date, 20% of Consolidated Adjusted EBITDA for the most recently ended Test Period (calculated on a guarantee Pro Forma Basis) at the time of the Obligations substantially on the terms set forth incurrence or issuance, in the Guaranteeeach case at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessorslessors and licensees, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(dSection 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 (g), (h), (i), (q), (rii) shall not be construed to limit the requirements of Section 10.1(b) and (s)d) or (iii) contemplated by the Plan; (gf) (i) 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, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; 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 (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower aggregate principal amount of Indebtedness incurred pursuant to this clause (iii) shall be in compliance not exceed the greater of (x) $200,000,000 and (y) solely on a Pro Forma Basis or after giving effect to the incurrence Q2 2024 Financials Date, 35% of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of Consolidated Adjusted EBITDA for the most recently ended Test Period as if such (calculated on a Pro Forma Basis) at the time of incurrence had occurred on the first day or issuance, in each case at any time outstanding and (iv) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of such Test Periodany Indebtedness specified in subclause (i); and , (ii) or (iii) above; provided that, except to the extent otherwise permitted hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension plus unused commitments; (g) Indebtedness permitted to remain outstanding under the Plan, and to the extent the principal amount of such Indebtedness individually exceeds $25,000,000, set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or incurred extension thereof; provided that except to Refinance the extent otherwise permitted hereunder, in the case of any such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (i) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, or extension, (ii) additional obligors do not guarantee such Indebtedness, (iii) the scheduled maturity date of such Indebtedness is not prior to the maturity date of the debt being refinanced, and (iv) if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of payment to the Obligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (h) Indebtedness outstanding on in respect of Hedging Agreements and letters of credit issued to support Hedging Obligations; provided that, (i) with respect to Commodity Hedging Agreements, such Commodity Hedging Agreements are entered into in the date hereof listed on Schedule 10.1 ordinary course of business and consistent with prudent industry practice irrespective of whether or not any Permitted Refinancing Indebtedness issued such Commodity Hedging Agreement was speculative or incurred not (in each case, as determined by the Borrower at the time any such agreement was entered into in its reasonable discretion acting in good faith) and (ii) with respect to Refinance any Hedging Agreements (other than Commodity Hedging Agreements), are not entered into for speculative purposes (in each case, as determined by the Borrower at the time any such Indebtednessagreement was entered into in its reasonable discretion acting in good faith) or otherwise consistent with prudent industry practice; (i) (i) the 2023 Notes and any guarantee thereof and (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitment plus the amounts paid in respect of Hedge Agreementsfees, subject costs and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension and (y) additional obligors with respect to the limitations set forth in Section 10.10such Indebtedness are not added; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted AcquisitionAcquisition or other permitted Investment (including through merger or consolidation); provided that: that (Ax) such Indebtedness existed at the time such Person became a Restricted Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, thereof and (By) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries),, unless such Guarantee Obligations is separately permitted under this Section 10.1; (Cii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (1i) the Stock of such Person is pledged to the Collateral Agent above; provided that, except to the extent required under Section 9.11(botherwise permitted hereunder, (x) the principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments, plus amounts paid in respect of fees, premiums, costs and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness and (2z) such Person executes a supplement to each if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder payment to the Intercompany NoteObligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (i) Permitted Other Debt and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof, in each case assumed or incurred for any purpose, including to finance a Permitted Acquisition, other permitted Investments or Capital Expenditures and Indebtedness of Restricted Subsidiaries that otherwise meets the requirements of the definition of Permitted Other Debt except for the fact that it is incurred by a non-Credit Party; provided that 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; (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above (which may be Permitted Other Notes or Permitted Other Loans); provided that, except to the extent required under Section 9.11; provided that otherwise expressly permitted hereunder, (x) the assets covered principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by such pledges and security interests may, an amount equal to the extent permitted by Section 10.2unpaid accrued interest and premium thereon plus any unused commitments plus amounts paid in respect of fees, equally premiums, costs and ratably secure expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness assumed (unless such additional obligors are also (or will simultaneously therewith become) Guarantors hereunder) and (z) such Indebtedness complies with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of the definition of “Permitted Other Loans” or “Permitted Other Notes,” as applicable, except, in the case of Indebtedness of Restricted Subsidiaries, where such Indebtedness fails to meet the requirement that it be incurred by a Credit Party; and (iii) the aggregate principal amount of Indebtedness incurred or assumed under this clause Section 10.1(k) (CA) shall not apply to any Indebtedness exceed (i) amounts available under clause (1) of the type that could have been incurred under Section 10.1(gdefinition of “Maximum Incremental Facilities Amount” (as defined in the First Lien Credit Agreement as in effect on the Closing Date), and plus (Dii) additional amounts if, on a Pro Forma Basis after giving effect to the assumption incurrence of such Indebtedness and the application of proceeds thereof and, if applicable, the Permitted Acquisition or permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), (x) in the case of Indebtedness secured by Liens on the Collateral that rank pari passu with the Liens securing the Letters of Credit, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis) is no greater than (i) at any such Indebtednesstime prior to the Q2 2024 Financials Date, 2.00:1.00 or (ii) at any time on or after the Q2 2024 Financials Date, 2.50:1.00 (or, to such acquisition and to any related Pro Forma Adjustmentthe extent incurred or assumed in connection with a Permitted Acquisition or permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), the Borrower shall be in compliance Consolidated First Lien Net Leverage Ratio (on a Pro Forma Basis with for such transaction and the Financial Performance Covenantincurrence of such Indebtedness) shall not be higher than the greater of the (x) Consolidated First Lien Net Leverage Ratio set forth in the immediately preceding clause (i) or (ii), as applicable, and (y) the Consolidated First Lien Net Leverage Ratio immediately prior to such covenant Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”)), (y) in the case of Indebtedness secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Letter of Credit Facility, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis) is recomputed no greater than (i) at any time prior to the Q2 2024 Financials Date, 2.50:1.00 or (ii) at any time on or after the Q2 2024 Financials Date, 3.00:1.00 (or, to the extent incurred or assumed in connection with a Permitted Acquisition or permitted Investment (including a prospective Investment as at contemplated by the last day definition of “Specified Transaction”), the Consolidated Secured Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence of such Indebtedness) shall not be higher than the greater of the most recently ended Test Period (x) Consolidated Secured Net Leverage Ratio set forth in the immediately preceding clause (i) or (ii), as if applicable, and (y) the Consolidated Secured Net Leverage Ratio immediately prior to such assumption Permitted Acquisition or permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”)) and acquisition had occurred (z) in the case of unsecured Indebtedness or Indebtedness secured only by Liens on assets that do not constitute Collateral, the first day of such Test Period;Consolidated Total Net Leverage Ratio (calculat

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including any Indebtedness incurred pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such IndebtednessSection 2.13); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 8.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical reasonably acceptable to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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); (ed) subject to compliance with Section 10.58.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries 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(e8.1(d) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) 8.1, 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(e8.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness Indebtedness, and (B) no guarantee the aggregate amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd) abovewhen combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 8.1(i) and Section 8.1(l), shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranteenot exceed $50,000,000 at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessors, lessors and licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d8.5(d), (g8.5(g), (h8.5(i), (i8.5(q), (q), (r) and (s8.5(t); (gf) (i) 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 within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; assets or incurrence of such Capital Expenditure, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks, (iii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing 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 $10,000,000 and (iv) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i), the Borrower shall be in compliance on a Pro Forma Basis after giving effect (ii) or (iii) above; provided that, except to the incurrence 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 Closing Date listed on Schedule 8.1 and the Prepetition Debt 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, (i) the principal amount thereof (including any unused commitments) 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, (ii) the direct and contingent obligors with respect to such Indebtedness are not changed, (iii) no portion of such Indebtedness with matures prior to the Financial Performance Covenant, Stated Maturity of such Indebtedness as such covenant is recomputed in effect as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); Closing Date, and (iiiiv) if the Indebtedness being refinanced, or any Permitted Refinancing Indebtedness issued guarantee thereof, constituted subordinated Indebtedness, then such replacement or incurred refinancing Indebtedness, or such guarantee, respectively, shall be subordinated to Refinance any such Indebtednessthe Obligations to substantially the same extent; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (i) Indebtedness in respect of Hedge Hedging Agreements, subject to ; provided that such Hedging Agreements are not entered into for speculative purposes (as determined by the limitations set forth Borrower in Section 10.10its reasonable discretion acting in good faith); (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: (A) 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, (B) 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), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createCreate, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including of any Loan Party pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness)Loan Document; (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred a Loan Party to Refinance such Indebtednessanother Loan Party; (c) Indebtedness of (iincluding, without limitation, Capital Lease Obligations) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing secured by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent Liens permitted by Section 10.5, 6.3(g) in an aggregate principal amount not to exceed $3,250,000 at any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantorone time outstanding; (d) 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); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) 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(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) 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; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and (s); (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) Indebtedness outstanding on the date hereof and listed on Schedule 10.1 6.2(d) and any Permitted Refinancing 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) Guarantee Obligations made in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor; (f) Indebtedness issued and Guarantee Obligations in connection with the Senior Secured Note Documents; (g) Indebtedness in respect of workers' compensation claims, payment obligations in connection with health or incurred other types of social security benefits, unemployment or other insurance or self-insurance obligations, statutory obligations, bankers' acceptances, performance, reclamation, surety or similar bonds and letters of credit and completion or performance guarantees (including, without limitation, performance guarantees pursuant to Refinance coal supply agreements or equipment leases) in the ordinary course of business; (h) Guarantee Obligations of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such IndebtednessIndebtedness is covered within five Business Days; (i) Indebtedness pursuant to letters of credit not issued under this Agreement and used to support any obligations in respect of Hedge Agreementsunemployment insurance, subject to black lung or other types of social security benefits, other insurance or self insurance arrangements, reclamation and other obligations incurred in connection with obtaining Environmental Permits, the limitations set forth in Section 10.10; (j) (i) Indebtedness performance of a Person or Indebtedness attaching to the assets of a Person thatbids, in either casetenders, 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 the assets that are acquired by the Borrower or any Restricted Subsidiarystatutory obligations, in each case after the Closing Date as the result of a Permitted Acquisition; provided that: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired andsales, in each caseleases, was not created in anticipation thereof, (B) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary contracts (other than any such Person that so becomes a Restricted Subsidiary or is for the survivor repayment of a merger with such Person or any of its Subsidiaries), (C) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(bborrowed money) and (2) such Person executes a supplement surety, appeal, customs, performance or return of money bonds and workers' compensation or other types of social security benefits or to each secure the performance of the Guaranteestatutory obligations, the Security Agreement surety, appeal and the Pledge Agreement and a joinder other similar obligations up to the Intercompany Note, in each case an aggregate principal amount not to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (C) shall not apply to exceed $20,000,000 at any Indebtedness of the type that could have been incurred under Section 10.1(g), and (D) after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Periodtime;

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the followingIndebtedness, except: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and arising under any Permitted Revolver Refinancing Debt incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or to any Guarantor owing Subsidiary of the Borrower and (ii) any Subsidiary to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a other Restricted Subsidiary that is not a Guarantor shall (x) be evidenced by of the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorBorrower; (dc) 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)business; (ed) subject to compliance with Section 10.5except as provided in clauses (j) and (k) below, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the 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(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided provided, that there shall be no Guarantee Obligations (Aa) if by a Restricted Foreign Subsidiary of any Indebtedness of the Indebtedness being guaranteed under this Section 10.1(eBorrower and (b) in respect of the Permitted Senior Subordinated Debt, unless such Guarantee Obligations are made by a Guarantor and such Guarantee is unsecured and subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of same extent as the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeSenior Subordinated Debt; (fe) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) lessors and (s)licensees; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion construction or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, construction or improvement of such fixed or capital assets; assets or otherwise incurred in respect of Capital Expenditures permitted by Section 10.11, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower shall be in compliance on a Pro Forma Basis after giving effect aggregate amount of Indebtedness incurred pursuant to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and this subclause (iii) shall not exceed $75,000,000 at any Permitted Refinancing time outstanding, and (iv) any refinancing, refunding, renewal or extension of any Indebtedness issued specified in subclause (i), (ii) or incurred (iii) above; provided further, that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to Refinance such refinancing, refunding, renewal or extension; (g) Indebtedness outstanding on the Closing Date and listed on Schedule 10.1, and any refinancing, refunding, renewal or extension thereof; provided, that (i) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such Indebtednessrefinancing, refunding, renewal or extension, except to the extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessin respect of Hedge Agreements; (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10Permitted Senior Subordinated Debt; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the 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: provided, that (Aw) 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, , (Bx) 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), Subsidiary) and (C) (1y)(A) the Stock capital stock of such Person is pledged to the Collateral Administrative Agent to the extent required under Section 9.11(b) 9.11 or Section 9.12 and (2B) such Person executes a supplement to each of the Guarantee and the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Sections 9.11 or 9.12, as applicable; provided, that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (k)(i)(y) below then applies, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided, that except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition; provided, that (x) such Indebtedness is unsecured or secured by Liens junior to those securing the Obligations, (y) (A) the Borrower or such Restricted Subsidiary pledges the capital stock of such acquired Person to the Administrative Agent to the extent required under Section 9.11 or Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and a joinder security arrangements in relation to the Intercompany Note, in each case Obligations) to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests maySections 9.11 or 9.12, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agentas applicable; provided, further, that the requirements of this clause subclause (Cy) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (j)(i)(y) above then applies, and (z) in respect of any such Indebtedness incurred on and after the Closing Date, the aggregate amount of such Indebtedness incurred in reliance on this clause (k)(i) other than any subject to the Guarantee and Collateral Exception amount pursuant to the provisos above in this clause (k)(i), does not exceed $450,000,000 at any time outstanding and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided, that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder; (i) Indebtedness of Restricted Foreign Subsidiaries existing as of the type Closing Date and any refinancing, refunding, renewal or extension thereof; provided, that could have been the principal amount thereof is not increased above the principal amount thereof outstanding as of the Closing Date and (ii) Indebtedness of Restricted Foreign Subsidiaries incurred after the Closing Date in an aggregate amount at any time outstanding not to exceed $150,000,000; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided, that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (i) Permitted Other Indebtedness incurred after the Closing Date, the proceeds of which are substantially simultaneously applied to prepay the Term Loans or New Term Loans (and which may be applied to Classes of Term Loans and New Term Loans consistent with the penultimate sentence of the first paragraph of Section 5.1) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in sub-clause (i) above; provided, that in the case of any such refinancing, refunding, renewal or extension relating to Indebtedness under sub-clause (i) at any time, (x) the principal amount thereof is not increased above the principal amount thereof outstanding as of such time, (y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) such refinancing, refunding, renewal or extension Indebtedness would constitute Permitted Other Indebtedness under the definition thereof; (i) Permitted Other Indebtedness in an aggregate amount at any time that, when taken together with New Term Loan Commitments and New Revolving Loan Commitments incurred pursuant to Section 10.1(g)2.14 and outstanding at such time, does not exceed the amount permitted to be incurred and outstanding at such time pursuant to Section 2.14 and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in sub-clause (i) above; provided, that in the case of any such refinancing, refunding, renewal or extension relating to Indebtedness under sub-clause (i) at any time, (x) the principal amount thereof is not increased above the principal amount thereof outstanding as of such time, (y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) such refinancing, refunding, renewal or extension Indebtedness would constitute Permitted Other Indebtedness under the definition thereof; (p) the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness represented by letters of credit, bank guarantees or other similar instruments; provided, that such Indebtedness shall not exceed $50,000,000 in the aggregate at any time outstanding; (i) other Indebtedness incurred by the Borrower in an aggregate amount not to exceed $250,000,000 at any time outstanding and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in sub-clause (i) above; provided, that in the case of any such refinancing, refunding, renewal or extension relating to Indebtedness under sub-clause (i) at any time, the principal amount thereof is not increased above the principal amount thereof outstanding as of such time; and (Dr) after giving effect Permitted Other Indebtedness that is (i) unsecured or (ii) is secured by Liens ranking junior to the assumption Liens on the Collateral securing the Obligations; provided that, upon the incurrence of any such Indebtedness, Permitted Other Indebtedness pursuant to such acquisition and to any related Pro Forma Adjustmentthis subsection (r), the Borrower Fixed Charge Coverage Ratio shall be in compliance on no less than 2.50:1.00. 1.00; and (s) Indebtedness of any non-wholly owned Subsidiary that is not a Pro Forma Basis Guarantor, together with the Financial Performance CovenantIndebtedness of TiO2 ▇▇▇▇▇▇▇▇▇▇ Pigments Oy referred to on Schedule 10.1 outstanding from time to time, as such covenant is recomputed as in an aggregate amount not to exceed €550,000,000 at the last day of the most recently ended Test Period as if such assumption any time outstanding, and acquisition had occurred on the first day of such Test Period;any

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Indebtedness. Notwithstanding the followingforegoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items: (a) Indebtedness arising under the Credit Documents (including the 2016 Incremental Term Loans, the New Revolving Credit Commitments pursuant to Sections 2.16 the 2016 Incremental Amendment, the 2018 Incremental Term Loans, the 2019 Incremental Term Loans, the New Revolving Credit Commitments pursuant to the Seventh Amendment, the Eighth Amendment and 2.17 the Ninth Amendment and any Permitted Refinancing Debt other Indebtedness incurred to Refinance such Indebtednessas permitted by Sections 2.14, 2.15 and 13.1); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loanssubject to compliance with Section 10.5, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that any all such Indebtedness owing by a of any Credit Party owed to a Subsidiary any Person that is not a Guarantor Credit Party shall be (x) be evidenced by the Intercompany Subordinated Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, the Intercompany Subordinated Note or otherwise reasonably acceptable to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any GuarantorAdministrative Agent; (dc) 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 construction and restoration activities and 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 claimsclaims and similar obligations); (ed) 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 Subsidiaries 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(e) 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(e10.1(d) 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 Indebtedness, and (B) no guarantee the aggregate amount of Guarantee Obligations incurred by any Restricted Subsidiaries that are not Subsidiary of any Permitted Additional Debt (or Indebtedness Guarantors under this clause (bd), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(k) aboveand 10.1(ii), shall not exceed the greater of (x) shall be permitted unless such Restricted Subsidiary shall have also provided $300,000,000 and (y) 17.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a guarantee Pro Forma Basis) at the time of the Obligations substantially on the terms set forth incurrence or issuance, in the Guaranteeeach case at any time outstanding; (fe) Guarantee Obligations (i) incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of obligations of (or to) suppliers, customers, franchisees, lessorslessors and licensees, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(dSection 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(b) and (d), (g)iii) contemplated by the Plan or (iv) to the extent required by the terms of any Reference Indenture or any documentation governing any Reference Indenture Permitted Refinancing thereof, (h)incurred by the Borrower and the Subsidiary Guarantors in respect of Indebtedness and other obligations under the Reference Indentures, (i), (q), (r) and (s)any related notes and/or any Reference Indenture Permitted Refinancing thereof; (gf) (i) 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, except in the case of Environmental CapEx or Necessary CapEx, is incurred within 270 days of the acquisition, construction, leaserepair, repairrestoration, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, installation or improvement of such fixed or capital assets; 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 (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii)) above; provided, that the Borrower aggregate amount of Indebtedness incurred pursuant to this clause (iii) shall be in compliance on a Pro Forma Basis after giving effect to not exceed the incurrence greater of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day (x) $750,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period as if such (calculated on a Pro Forma Basis) at the time of incurrence had occurred on the first day or issuance, in each case at any time outstanding and (iv) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of such Test Periodany Indebtedness specified in subclause (i); and , (ii) or (iii) above; provided that, except to the extent otherwise permitted hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension plus unused commitments; (g) Indebtedness permitted to remain outstanding under the Plan, and to the extent such Indebtedness exceeds $15,000,000, set forth on Schedule 10.1 and any Permitted Refinancing Indebtedness issued supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or incurred extension thereof; provided that except to Refinance the extent otherwise permitted hereunder, in the case of any such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (i) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments plus the amounts paid in respect of fees, premiums, costs, and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, or extension, (ii) additional obligors do not guarantee such Indebtedness, (iii) the scheduled maturity date of such Indebtedness is not prior to the later of (A) the Latest Maturity Date and (B) the Stated Maturity of such Indebtedness as of the Conversion Date, and (iv) if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of payment to the Obligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (h) Indebtedness outstanding on in respect of Hedging Agreements; provided that (i) other than in the date hereof listed on Schedule 10.1 case of Commodity Hedging Agreements, such Hedging Agreements are not entered into for speculative purposes (as determined by the Borrower in good faith) and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtednessspeculative Commodity Hedging Agreements must be entered into in the ordinary course of business (as determined by the Borrower in good faith); (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10RCT Reclamation Obligations; (j) (i) Indebtedness of a Person or Indebtedness attaching to the 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 the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted AcquisitionAcquisition or other permitted Investment (including through merger or consolidation); provided that: that (Ax) such Indebtedness existed at the time such Person became a Restricted Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, thereof and (By) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries),, unless such Guarantee Obligations is separately permitted under this Section 10.1; (Cii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (1i) the Stock of such Person is pledged to the Collateral Agent above; provided that, except to the extent required under Section 9.11(botherwise permitted hereunder, (x) the principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitments, plus amounts paid in respect of fees, premiums, costs and expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness and (2z) such Person executes a supplement to each if the Indebtedness being refinanced, or any guarantee thereof, constituted Indebtedness subordinated in right of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder payment to the Intercompany NoteObligations, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be subordinated in right of payment to the Obligations to substantially the same extent, taken as a whole; (i) Permitted Other Debt and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof, in each case assumed or incurred for any purpose, including to finance a Permitted Acquisition, other permitted Investments or Capital Expenditures and Indebtedness of Restricted Subsidiaries that otherwise meets the requirements of the definition of Permitted Other Debt except for the fact that it is incurred by a non-Credit Party; provided that 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; (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above (which may be Permitted Other Notes or Permitted Other Loans); provided that, except to the extent required under Section 9.11; provided that otherwise expressly permitted hereunder, (x) the assets covered principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by such pledges and security interests may, an amount equal to the extent permitted by Section 10.2unpaid accrued interest and premium thereon plus any unused commitments plus amounts paid in respect of fees, equally premiums, costs and ratably secure expenses incurred in connection with such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension, (y) additional obligors do not guarantee such Indebtedness assumed and (z) such Indebtedness complies with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of the definition of “Permitted Other Loans” or “Permitted Other Notes”, as applicable, except, in the case of Indebtedness of Restricted Subsidiaries, where such Indebtedness fails to meet the requirement that it be incurred by a Credit Party; (iii) the aggregate amount of Indebtedness incurred or assumed under this clause Section 10.1(k) (CA) shall not apply to any Indebtedness exceed (i) the greater of the type that could have been incurred under Section 10.1(g), and (Dx) after giving effect to the assumption $275,000,000 and (y) 16% of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day 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, plus (ii) additional amounts if, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof and, if applicable, the Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition, or Capital Expenditure, the Consolidated Total Net Leverage Ratio is no greater than 4.50 to 1.0 (or, to the extent incurred or assumed in connection with a Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition, or Capital Expenditure, the Consolidated Total Net Leverage Ratio (on a Pro Forma Basis for such transaction and the incurrence of such Indebtedness) is not greater than 4.50 to 1.00 or shall not be higher than the Consolidated Total Net Leverage Ratio immediately prior to such Permitted Acquisition, permitted Investment (including a prospective Investment as contemplated by the definition of “Specified Transaction”), Disposition, or Capital Expenditure and (B) by Restricted Subsidiaries that are not Subsidiary Guarantors, when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Sections 10.1(d) and (ii) shall not exceed the greater of (x) $300,000,000 and (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, in each case at any time outstanding; and (iv) if such Permitted Other Debt incurred (and for the avoidance of doubt, not “assumed”) pursuant to this clause (k) is a term loan that ranks pari passu in right of security with the Initial Term Loans, the 2016 Incremental Term Loans and the 2018 Incremental Term Loans as to payment and security, the Initial Terms Loans, the 2016 Incremental Term Loans and the 2018 Incremental Term Loans shall be subject to the adjustment (if applicable) set forth in the proviso to Section 2.14(c)(iii) as if such assumption Permitted Other Debt were an Incremental Term Loan incurred hereunder; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and acquisition had occurred on completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the first day ordinary course of business (including in respect of construction or restoration activities) or consistent with past practice or in respect of coal mine reclamation, 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; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Test Period;Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium there

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, createdirectly or indirectly, incurIncur, assume contingently or suffer otherwise, with respect to exist any Indebtedness other than the followingIndebtedness, except: (a) (i) Indebtedness arising under the Credit Documents (Documents, including pursuant to Sections 2.16 2.14 and 2.17 2.15, and (ii) any Permitted Credit Agreement Refinancing Debt incurred Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness); (b) Indebtedness arising under the Senior Unsecured Notes Documents (including Guarantee Obligations thereunderany guarantees in respect thereof) in an aggregate principal amount not to exceed (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii) in respect of such Indebtedness then outstanding), except as contemplated by the Senior Interim Loansdefinition of “Permitted Refinancing Indebtedness”, the Senior Notes $1,100,000,000 and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and (ii) any Permitted Refinancing Indebtedness issued or incurred 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; (ci) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letter letters of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, or consistent with past practice, 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; (ed) subject to compliance with Section 10.5Except as otherwise limited by clauses (a), (b), (h) and (u), Guarantee Obligations incurred Incurred by (i) any Restricted Subsidiaries Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement (except that 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) and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiaries Subsidiary that is permitted to be incurred Incurred under this Agreement; provided that (A) that, if the applicable Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the GuaranteeObligations; (fe) Guarantee Obligations (i) incurred Incurred in the ordinary course of business or consistent with past practice in respect of obligations of (or to) to suppliers, customers, franchisees, lessors, licensees or 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 the acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or otherwise Incurred in respect of Capital Expenditures; provided that (A) 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 and (B) such Indebtedness is not Incurred to acquire Capital Stock of any Person; 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 clause (i) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii) otherwise constituting Investments permitted in respect of such Indebtedness then outstanding) shall not, except as contemplated by Sections 10.5(d)the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (g), I) the greater of (h), x) $175,000,000 and (i), y) 25.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date of Incurrence (q), measured as of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date) minus (rII) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(g) and (s)ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness; (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leasesconstituting Financing Lease Obligations, other than (A) Capital Leases Financing Lease Obligations in effect on the Closing Date (and (Bset forth on Schedule 10.1) Capital Leases or Financing Lease Obligations entered into pursuant to subclause 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) above (provided that, in when aggregated with the case aggregate principal amount of each of the foregoing subclauses (i) and Permitted Refinancing Indebtedness pursuant to clause (ii), the Borrower shall be ) in compliance on a Pro Forma Basis after giving effect to the incurrence respect of such Indebtedness with then outstanding) shall not, except as contemplated by the Financial Performance Covenantdefinition of “Permitted Refinancing Indebtedness”, as such covenant is recomputed as at exceed an amount equal to (I) the last day greater of (x) $175,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended Test Period on or prior to such date of Incurrence (measured as if of the date such incurrence had occurred Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date) minus (II) the first day aggregate amount of such Test PeriodIndebtedness incurred pursuant to Section 10.1(f); and (iiiii) any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance any such Indebtedness;. (h) Closing Date Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness in respect of Hedge AgreementsHedging Agreements Incurred in the ordinary course of business or consistent with past practice and, subject to in each case, at the limitations set forth in Section 10.10time entered into, not for speculative purposes; (j) (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger merger, consolidation or amalgamation with such Person or any of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of an Acquisition or Indebtedness of any Unrestricted Subsidiary that is redesignated as a Permitted AcquisitionRestricted Subsidiary; provided that: (A) subject to Section 1.11, before and after giving pro forma effect thereto, no Event of Default under Section 11.1 or 11.5 has occurred and is continuing; (B) 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) $100,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based upon the Section 9.1 Financials most recently delivered 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 not greater than 6.85:1.00; (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,; (BD) 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 (CE) (1x) the Capital Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) 9.11 and (2y) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations) and a joinder counterpart signature page to the Intercompany NoteNotes, in each case to the extent required under Section 9.119.10, 9.11 or 9.14(b), as applicable; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause (CE) shall not apply to any Indebtedness of the type that could have been incurred Incurred under Section 10.1(f) or Section 10.1(g), and; (Dii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (1) Indebtedness of the Borrower or any Restricted Subsidiary Incurred to finance an Acquisition; provided that, (A) subject to Section 1.11, before and after giving pro forma effect thereto, no Event of Default under Section 11.1 or 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 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) $100,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based upon the Section 9.1 Financials most recently delivered 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 assumption Incurrence of any such Indebtedness, to such acquisition and Acquisition, Investment, any Specified Transaction or Specified Restructuring to any related Pro Forma Adjustmentbe consummated in connection therewith, the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Basis pro forma basis with the Financial Performance Covenanta Consolidated Total Debt to Consolidated EBITDA Ratio, as such covenant ratio is recomputed calculated as at of the last day of the Test Period most recently ended Test Period on or prior to the date of such Incurrence, as if such assumption Incurrence, Acquisition, Investment, Specified Transaction and acquisition Specified Restructuring had occurred on the first day of such Test PeriodPeriod of not greater than 6.85:1.00; (C) the terms of such Indebtedness do not provide for any scheduled repayment (including at maturity), mandatory repayment, redemption, 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 account of the accumulation of excess cash flow and customary acceleration rights upon an event of default; (D) if such Indebtedness is Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness shall not be guaranteed in any respect by Holdings, the Borrower or any other Subsidiary Guarantor except to the extent permitted under Section 10.5; (E) (x) the Capital Stock of any Person acquired in such Acquisitions or Investments permitted under Section 10.5 (the “acquired Person”) is pledged to the Collateral Agent to the extent required under Section 9.11 and (y) such acquired Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge 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 9.10, 9.11 or 9.14(b), as applicable; (F) the terms of such Indebtedness shall be consistent with the requirements set forth in clause (b) and, if applicable, clause (f) of 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 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); 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 principal amount of all Indebtedness Incurred by Non- Credit Parties pursuant to, and then outstanding under, this Section 10.1(k), when aggregated with the aggregate principal amount of (1) all other Indebtedness Incurred by Non-Credit Parties and then outstanding pursuant to Section 10.1(s) and (2) all Permitted Refinancing Indebtedness Incurred by Non-Credit Parties and then outstanding pursuant to clause (ii) of this Section 10.1(k), shall not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of (x) $175,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower 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 Section 9.1 Financials most recently delivered on or prior to such date);