Common use of Restrictions on Indebtedness Clause in Contracts

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Indebtedness other than: (a) Indebtedness (excluding the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institution; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors maySuch Borrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of such Borrower or such Subsidiary incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madess.8.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) obligations under Capitalized Leases not exceeding $6,000,000 in aggregate amount at any time outstanding; (g) Indebtedness incurred after the date hereof in connection with the acquisition of any real or personal property by such Borrower or such Subsidiary, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in provided that the aggregate principal amount of such Indebtedness of the Borrowers and their Subsidiaries shall not exceed the aggregate amount of $3,000,000 at any one time, ; (h) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (iiii) are not being contested in good faith. The terms and provisions Indebtedness of this §9.1 are in addition to, and not in limitation of, a Subsidiary of any Borrower existing on the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Closing Date to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any such Borrower, any Guarantor, and any so long as such Subsidiary since is a Borrower hereunder or prior to the date of the most recent compliance certificate delivered incurrence or existence of such Indebtedness such Subsidiary becomes a guarantor of all the Obligations hereunder on terms and conditions satisfactory to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.;

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Indebtedness other than: (a) Indebtedness (excluding the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institution; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The For the avoidance of doubt, the terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent. To the extent not already a party to the Intercreditor Agreement, the Borrowers will cause each holder of Indebtedness for borrowed money of the Borrowers which is a beneficiary of a Guaranty by a Subsidiary Guarantor, to sign and deliver to the Administrative Agent a joinder to the Intercreditor Agreement.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may Borrower will not permit their respective any of its Subsidiaries to, to create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness Indebtedness, or to become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any Indebtedness, in each case, of any other Person other than the Borrower or any of its Subsidiaries, other than: (a) Indebtedness of the Borrower’s Subsidiaries listed in Schedule 8.1(a), any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Effective Date; provided that (excluding i) if such Indebtedness is an extension, renewal or refinancing of existing Indebtedness, the Obligationsterms and conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the original Indebtedness, and (ii) which in no event shall the aggregate outstanding principal amount of Indebtedness permitted by this §8.1(a) exceed the aggregate principal amount of the Indebtedness listed on Schedule 8.1(a) that is incurred under a revolving credit facility or line of credit with another financial institution;outstanding on the Effective Date (plus transaction costs, including premiums and fees, related thereto); and (b) other Indebtedness which would result in a Default or Event of Default the Borrower’s Subsidiaries (other than of the Guarantor) provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Indebtedness permitted under this §10 hereof or 8.1(b), plus (ii) the aggregate outstanding principal amount of secured Indebtedness of the Borrower and its Subsidiaries permitted under any other provision subsections (k), (l) and (m) of this Credit Agreement; the definition of “Permitted Liens”, plus (ciii) An the aggregate amount in excess of $1,000,000 at any one time in Indebtedness with respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made outstanding Permitted Receivables Transactions (determined in accordance with the provisions proviso to the definition of §8.9 and has “Indebtedness”), shall not been timely made; (d) An aggregate amount in excess exceed 15% of $1,000,000 Consolidated Tangible Assets at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. (1) The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Indebtedness other than: (a) Indebtedness (excluding the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institution; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors Company will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money whichother than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness for borrowed money incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any Borrowerother Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any Guarantorrevolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit AgreementIndenture or thereafter acquired, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis if, immediately after giving effect to the incurrence of such proposed additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received "incurred" by the Administrative AgentCompany or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (5) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtedness.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders, the Issuing Lender and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (d) Indebtedness incurred in connection with guarantees and/or comfort letters issued by the Borrower in respect of obligations of its Subsidiaries or Joint Ventures, which provided that the aggregate amount of such Indebtedness of the Borrower shall not exceed $50,000,000 at any one time; (e) Indebtedness in respect of (i) are overdue derivative contracts described in clause (h) of the definition of the term “Indebtedness” consisting of foreign exchange contracts entered into in the ordinary course of business and for more than sixty (60) daysnon-speculative purposes, and (ii) any guarantees made by the Borrower of the contracts described in clause (i) of this Section 9.1(e) entered into by Subsidiaries; (f) Indebtedness in respect of Capitalized Leases and Synthetic Leases, provided that the aggregate principal amount of such Indebtedness of the Borrower shall not exceed the aggregate amount of $25,000,000 at any one time; (g) Indebtedness in respect of letters of credit in the ordinary course of business (other than Letters of Credit); (h) Indebtedness in respect of Investments permitted pursuant to Section 9.3(g) and Section 9.3(h) hereof; (i) Indebtedness of the type described in clause (g) of the definition of “Indebtedness” in an aggregate amount not to exceed $1,000,000 in 50,000,000 at any time; and (j) other Indebtedness of the Borrower and its Subsidiaries, provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $100,000,000 at any one time, and (iiiprovided further that any intercompany Indebtedness incurred solely among the Borrower and its Subsidiaries which would otherwise be permitted under Section 9.1(h) are shall not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, be included for the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date purposes of the most recent compliance certificate delivered to the Administrative Agent limit on Indebtedness set forth in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentSection 9.1(j).

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, Such Borrower will not create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to, any Indebtedness (excluding accounts payable arising in the ordinary course and for fair value received), other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents, including the Guaranty; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Subordinated Debt; (d) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto, which and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (e) Indebtedness of any Obligor to any other Obligor; or Guarantees by any Obligor of Indebtedness of any other Obligor; (f) Indebtedness of any Obligor to any Subsidiary of LTI that is not an Obligor or of any Subsidiary of LTI that is not an Obligor to any Obligor, provided, such Indebtedness shall not exceed $5,000,000 in the aggregate; (g) Guarantees by any Obligor of Indebtedness of any Subsidiary of LTI that is not an Obligor, and Guarantees by any Subsidiary of LTI that is not an Obligor of Indebtedness of any Obligor; provided such guarantees shall not exceed $5,000,000 in the aggregate; (h) purchase money Indebtedness incurred by any Borrower or any Subsidiary thereof in connection with Consolidated Capital Expenditures and/or Consolidated Capital Leases, and extensions, renewals and replacement of any such Indebtedness that do not increase the outstanding principal amount thereof, so long as such Indebtedness does not exceed the value of the assets so financed; and (i) are overdue for more than sixty Indebtedness of any Person that becomes a Subsidiary of such Borrower after the date hereof, so long as (601) days, such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii2) the aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed $1,000,000 in the aggregate 5,000,000 at any one time, time outstanding and (iii) are not being contested such Indebtedness has been subordinated in good faith. The favor of the Lenders on terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein conditions acceptable to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentLenders.

Restrictions on Indebtedness. The Borrowers and Except with the Guarantors mayprior written consent of Requisite Lenders, and may permit their respective Subsidiaries to, the Borrower will not create, incur, assume, guarantee or be become or remain liable forliable, contingently or otherwise, or agree not to do any of same, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line this Agreement, Indebtedness to the lenders under the Revolving Credit Agreement, Indebtedness to BankBoston arising under the BankBoston Term Loan and Indebtedness to the holders of credit with another financial institutionthe Unsecured Term Notes arising thereunder; (b) Indebtedness which would result current liabilities of the Borrower incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSECTION 7.4; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities Endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness consisting of purchase money financing for equipment used in the ordinary course of Borrower's business provided that the amount of each such financing may not exceed 100% of the cost of the purchased property. (g) Nonrecourse Indebtedness of Borrower secured by a Lien on a Portfolio Property (other than Woodbury Common for so long as SECTION 8.1 remains in effect) which is completely non-recourse to the Borrower and to the REIT to the extent the same does not create a violation of SECTIONS 9.4, which 9.5, 9.6 OR 9.7 provided that (i) upon the creation or assumption of any such Indebtedness Borrower shall provide the Agent with a notice describing the terms of such Indebtedness and the security therefor and a copy of the promissory note or other instrument containing the nonrecourse provisions, and (ii) if the terms of such Indebtedness include financial covenants, such covenants are overdue determined by the Agent in its sole discretion to be less stringent than the covenants set forth in ARTICLE IX. (h) Indebtedness of Borrower other than Nonrecourse Indebtedness for more than sixty borrowed money to the extent the same does not create a violation of SECTIONS 9.4, 9.5, 9.6 OR 9.7 provided that (60i) daysupon the creation or assumption of any such Indebtedness Borrower shall provide the Agent with a notice describing the terms of such Indebtedness, (ii) exceed $1,000,000 such Indebtedness must be permitted under the terms of the Unsecured Term Notes, (iii) if the terms of such Indebtedness include financial covenants such covenants are determined by the Agent, in its sole discretion, to be not more stringent than the aggregate at any one timecovenants set forth in ARTICLE IX, and (iv) except for facilities having BankBoston as sole lender or as agent for a group of lenders, such Indebtedness has a term which matures at least twenty-four (24) months after the Termination Date. (i) Indebtedness consisting of purchase money financing for Land intended for development in connection with future Construction Projects to the extent the same does not create a violation of SECTIONS 9.4, 9.5, 9.6 OR 9.7 provided that (i) the amount of such Indebtedness does not exceed 100% of the cost of the purchased Land, (ii) the Indebtedness is secured by a Lien on the purchased Land, (iii) are the aggregate amount of the Indebtedness described in this paragraph outstanding at any time shall not being contested in good faith. The terms and provisions of this §9.1 are in addition toexceed $15,000,000.00, and not in limitation of, (iv) upon the covenants set f▇▇▇▇ ▇▇ §▇▇ creation of this Credit Agreement. Notwithstanding anything contained herein any such Indebtedness Borrower shall provide the Agent with a notice describing the terms of such Indebtedness. (j) Indebtedness of Borrower related to the contrary, the Borrowers and the Guarantors will not, and will not permit Indebtedness of any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Simon Partnership to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on extent the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.does not create a violation of SECTION

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, Apparel Obligors will not create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: : Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; current liabilities of such Apparel Obligor incurred in the ordinary course of business not incurred through (ai) Indebtedness the borrowing of money, or (excluding ii) the Obligations) which is incurred under a revolving credit facility or line obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with another financial institution; (b) normal purchases of goods and services; Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time ss.8.8; Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been renderedin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; obligations under Capitalized Leases not exceeding $2,500,000 in aggregate amount for all Apparel Obligors at any time outstanding; Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Apparel Obligor, which (i) are overdue for more than sixty (60) days, (ii) provided that the aggregate principal amount of all such Indebtedness of all Apparel Obligors shall not exceed the aggregate amount of $1,000,000 in the aggregate at any one time; and further, provided that the aggregate amount of indebtedness permitted under this clause (g) and the immediately preceding clause (f) of this ss.9.1 shall not at any time together exceed $2,500,000. Indebtedness of the Guarantor under its License Shoe Guaranty; Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; obligations of any Apparel Obligor under any lease treated as an operating lease; Indebtedness to any Lender under interest rate swap agreements or similar interest rate protection agreements; Indebtedness of the Guarantor under any guarantee of the obligations of its Subsidiaries provided, that such obligations are incurred in the ordinary course of business and not incurred (i) through the borrowing of money, or (ii) through the obtaining of credit (except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services) or (iii) are not being contested in good faith. The terms under Capitalized Leases or under similar financing arrangements; and provisions Indebtedness of this §9.1 are in addition toany Apparel Obligor, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date existing as of the most recent compliance certificate delivered to Closing Date, in connection with the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentSubordinated Debt.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Restricted Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders, the Issuing Bank and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition or lease after the date hereof of any real or personal property by the Borrower or such Restricted Subsidiary (including Indebtedness evidenced by Capitalized Lease or a Synthetic Lease, which provided that the aggregate principal amount of such Indebtedness of the Borrower and its Restricted Subsidiaries shall not exceed the aggregate amount of $80,000,000 at any one time; (d) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto and any Refinancing or renewal of such Indebtedness; provided, that any such Refinancing or renewal does not (i) are overdue for more than sixty increase the aggregate amount of such Indebtedness (60) daysexcept by the amount of any premium or fee paid or payable in connection with such extension, renewal or replacement), (ii) exceed $1,000,000 shorten the Weighted Average Life to Maturity of, such Indebtedness, (iii) change, alter or modify the terms of such Indebtedness in any manner which violates either §9.8 or the Intercreditor Agreement or (iv) add to the collateral or other credit support securing such Indebtedness; (e) Indebtedness of the Borrower to any of its Restricted Subsidiaries or of any Restricted Subsidiary to the Borrower or any other Subsidiary of the Borrower; provided, that Indebtedness owing to any Subsidiary of the Borrower that is not a Guarantor shall be subject to §9.3; (f) Indebtedness of the Borrower or any Restricted Subsidiary incurred to Refinance the Indebtedness incurred in connection with a Permitted Securitization and otherwise solely for the purpose of financing assets of the Borrower and/or its Subsidiaries, provided, that any such Refinancing of a Permitted Securitization (i) does not increase the aggregate amount of such Indebtedness or, in the case of any revolving Indebtedness, increase the maximum permitted amount of such Indebtedness, (ii) does not result in Indebtedness having a Weighted Average Life to Maturity which occurs on or prior to the Maturity Date, or (iii) change, alter or modify the terms of such Indebtedness in any manner which violates either §9.11 or the Intercreditor Agreement; (g) Indebtedness of the Borrower incurred under a Recourse Guaranty issued in connection with the transactions described in clause (b), (c) or (d) of the definition of the term “Permitted Securitization”, in an aggregate at any one timeamount not to exceed (i) Eighty Million Dollars ($80,000,000), (ii) Four Hundred Million Dollars ($400,000,000) and (iii) Twenty Million Dollars ($20,000,000), respectively; (h) Indebtedness under interest rate protection agreements and hedging agreements which are non-speculative in nature and are entered into to protect the Borrower and/or its Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices; (i) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof, provided, that such Indebtedness (1) exists at the time such Person becomes a Restricted Subsidiary of the Borrower, (2) is not being contested created in good faith. The terms contemplation of or in connection with such Person becoming a Subsidiary of the Borrower and (3) otherwise complies with the provisions of this §9.1 are in addition to§ 9.1, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any including § 9.1(j); and (j) additional Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Borrower and its Restricted Subsidiaries not to the Administrative Agent exceed $80,000,000 at any time outstanding and which would not result in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form violation of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day § 10.1 or the Business Day following the day such compliance certificate is received by the Administrative Agent§ 10.2.

Restrictions on Indebtedness. The Borrowers and Borrower will not, nor will the Guarantors may, and may Borrower permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result to suppliers in a Default or Event respect of Default under §10 hereof or under any other provision of this Credit Agreementlong term supply contracts consistent with industry practices; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made(S)9.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, ; (f) Indebtedness evidenced by the Old Notes or the Senior Notes (including without limitation any guarantees of such Senior Notes by Subsidiaries which are Guarantors); (ig) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in obligations of the Borrower and its Subsidiaries under Capitalized Leases; provided that the aggregate principal amount of all -------- such Indebtedness of the Borrower and its Subsidiaries permitted pursuant to this (S)10.1(g) shall not exceed the aggregate amount of $5,000,000 at any one time; (h) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto, and including the remaining unamortized portion of the -------- ---- original issue discount of such Indebtedness; (iiii) are not being contested in good faith. The terms and provisions Indebtedness of this §9.1 are in addition to, and not in limitation of, a Subsidiary of the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Borrower which is a Guarantor existing on the Effective Date to the contrary, the Borrowers and the Guarantors will not, and will not permit any Borrower or another Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Borrower which is a Guarantor; provided that the same are evidenced by -------- promissory notes, leases or contracts in form and substance satisfactory to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto which are pledged to the Administrative Agent evidencing covenant compliance at for the time of delivery benefit of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day Banks or the Business Day following the day such compliance certificate is received evidenced only by the Administrative Agent.open account;

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, createCreate, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding arising under any of the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionLoan Documents, the Unsecured Revolver Agreement, the Existing Term Loan Agreement and the 2008 Term Loan Agreement; (b) Indebtedness which would result current liabilities of the Borrower, FP Redland Tech or the Subsidiary Guarantors incurred in a Default the ordinary course of business other than through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An Indebtedness (other than relating to the Eligible Borrowing Base Properties) in an aggregate amount not in excess of $1,000,000 at any one time 250,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made8.9; (d) An Indebtedness (other than relating to the Eligible Borrowing Base Properties) in an aggregate amount not in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured endorsements for collection, deposit or negotiation incurred in the ordinary course of business; (f) Secured Indebtedness of the Borrower incurred after the Closing Date, provided that: (i) such Indebtedness is Without Recourse to the Borrower, the Trust or any Subsidiary Guarantor and is Without Recourse to any Eligible Borrowing Base Property or to any of the respective assets or Equity Interests of any of the Borrower, the Trust or any Subsidiary Guarantor other than to the specific Real Estate Asset or Assets (other than any Eligible Borrowing Base Property) acquired, refinanced or rehabilitated with the proceeds of such Indebtedness, except that, notwithstanding the foregoing, a portion of such Indebtedness at any time outstanding not in excess of fifteen percent (15%) of Consolidated Gross Asset Value may be Recourse Indebtedness of the Borrower so long as such Indebtedness is not secured by any Eligible Borrowing Base Property or any Eligible Unencumbered Property (as defined in the Unsecured Revolver Agreement) or a pledge of the equity of any Subsidiary that owns an Eligible Borrowing Base Property or an Eligible Unencumbered Property (as defined in the Unsecured Revolver Agreement), (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or Event of Default hereunder and (iii) such Indebtedness, in the aggregate, does not exceed forty percent (40%) of Consolidated Gross Asset Value (it being acknowledged, for the avoidance of doubt, that the outstanding Indebtedness hereunder, under the Existing Term Loan Agreement and under the 2008 Term Loan Agreement shall count against the fifteen percent (15%) basket referred to in clause (i) above); (g) contingent liabilities of the Borrower or the Subsidiary Guarantors disclosed in the financial statements referred to in §7.4 or on Schedule 9.1(g) hereto, and such other contingent liabilities of the Borrower having a combined aggregate potential liability of not more than $1,000,000 at any time; (h) Indebtedness of the Borrower or the Subsidiary Guarantors for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases) incurred in the ordinary course of business, which provided that the aggregate principal amount of Indebtedness permitted by this clause (h) shall not exceed $500,000 at any time outstanding; and (i) are overdue unsecured Indebtedness of the Borrower (including subsidiary guarantees thereof by any Subsidiary of FPLP) and unsecured guarantees by the Trust with respect to such unsecured Indebtedness, provided that (i) such Indebtedness shall at all times remain unsecured in all respects (including, for more than sixty (60) daysthe avoidance of doubt, that the Equity Interests of the Borrower or any Subsidiary Guarantor shall not be pledged as security for any such Indebtedness), (ii) exceed $1,000,000 both before and immediately after giving effect to any such unsecured Indebtedness, no Default or Event of Default has occurred or is continuing, (iii) prior to incurring any such unsecured Indebtedness, the Borrower has provided the Agent with a certificate in the aggregate at any one timeform of Exhibit C-2 evidencing compliance with each of the financial covenants set ▇▇▇▇▇ ▇▇ §▇▇ of the Credit Agreement on a pro forma basis immediately after giving effect to such unsecured Indebtedness, and (iiiiv) are such unsecured Indebtedness shall not being contested be in good faiththe nature of a revolving credit facility. Notwithstanding the foregoing, (x) in no event shall the Borrower, the Trust or any of their respective Subsidiaries incur or have outstanding unhedged variable rate Indebtedness in excess of twenty-five percent (25%) of Consolidated Gross Asset Value; and (y) other than Indebtedness permitted under §§9.1(b), (d) and (e), in no event will FP Redland Tech incur or suffer to exist any Indebtedness (including, without limitation, any guaranty of Indebtedness for borrowed money) in favor of any Person. It is understood and agreed that the provisions of this §9.1 shall not apply to Indebtedness of any Partially-Owned Entity which is Without Recourse to the Borrower, any Subsidiary Guarantor or the Trust, or any of their respective assets. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ forth in §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent10.

Restrictions on Indebtedness. The None of the Borrowers and the Guarantors maywill, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness in respect of any Derivative Contracts in the ordinary course of business; (d) Existing Senior Debt, which and refundings, replacements or refinancings thereof; provided that no such refunding or refinancing shall shorten the maturity or weighted average life to maturity or increase the principal amount of any of the Existing Senior Debt; (e) Indebtedness of BGI’s domestic Subsidiaries not to exceed $10,000,000, including such Indebtedness outstanding on the Closing Date; (f) Indebtedness of BGI’s foreign Subsidiaries not to exceed in the aggregate for all such foreign Subsidiaries, ten percent (10%) of Consolidated Total Assets and $50,000,000 in the aggregate for any foreign Subsidiary, including such Indebtedness outstanding on the Closing Date; provided that Indebtedness of foreign Subsidiaries that are party to the Intercreditor Agreement and all of whose lenders are party to the Intercreditor Agreement shall not be included in this calculation; (g) Indebtedness of the Borrowers or any Subsidiary that constitutes a Synthetic Lease or Capitalized Lease or otherwise incurred to finance the acquisition of fixed or capital assets (other than pursuant to Sale Leaseback Transactions referred to in §9.1(n), whether pursuant to a loan, financing lease or otherwise) in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; (h) Indebtedness of the Borrowers or any Subsidiary in respect of Subordinated Debt; (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in Indebtedness of the aggregate at Borrowers owing to any one time, and (iii) are not being contested in good faith. The terms and provisions Subsidiary of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein such Borrower which is expressly subordinated to the contrary, the Borrowers prior payment in full in cash of all Obligations on terms disclosed to and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered reasonably acceptable to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in prior to the aggregate unless incurrence thereof; (j) Indebtedness of a Person outstanding at the time it is first acquired by any of the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto an acquisition permitted pursuant to the Administrative Agent evidencing covenant compliance §9.5.1(g), provided that any such Indebtedness was not created at the time of delivery or in contemplation or in anticipation of such acquisition; (k) Indebtedness of any of the certificate Borrowers or any of their Subsidiaries incurred in connection with the issuance of any surety bonds, Performance Letters of Credit or other similar performance bonds required pursuant to any contractual Obligation or requirement of law to which any of the Borrowers or any of their Subsidiaries are subject in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (l) additional Indebtedness of the Borrowers not exceeding $35,000,000 less any Indebtedness incurred under paragraph (g), in aggregate principal amount at any one time outstanding; (m) Indebtedness of Subsidiaries of the Borrowers owing to any other Subsidiaries of the Borrowers or to the Borrowers which results from an Investment permitted under §9.3(g) or (i); and (n) Indebtedness of BGI and on a pro-forma basis after giving effect its domestic Subsidiaries incurred in connection with Sale Leaseback Transactions, in an aggregate principal amount not to such proposed Indebtednessexceed $25,000,000 at any time outstanding. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered Notwithstanding the foregoing, the aggregate amount of (i) Indebtedness of the Borrowers (under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on paragraphs (j) or (l)) secured by Liens plus (ii) Indebtedness of the same day Borrowers’ Subsidiaries (under paragraphs (e), (f), (j) or (l)) shall not exceed fifteen percent (15%) of Consolidated Total Assets of the Business Day following Borrowers, determined as of the day such compliance certificate is received by end of the Administrative Agentthen most recently completed fiscal year of the Borrowers.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayIt will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Loan Party or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Subordinated Debt; (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof of any real or personal property by such Loan Party or such Subsidiary or under any Capitalized Leases, which provided that (i) are overdue for more than sixty the aggregate principal amount of such Indebtedness of the Guarantor and its Subsidiaries shall not exceed $25,000,000 outstanding at any one time and (60ii) daysthe principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; (g) Indebtedness of the Borrower or the Guarantor under the Senior Revolving Credit Facility (which Indebtedness may vary in amount from time to time as permitted thereunder) and other Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not (i) increase the aggregate amount of such Indebtedness, (ii) exceed $1,000,000 in increase the aggregate at any one timeinterest rate or fees applicable to, and or shorten the weighted average life to maturity of, such Indebtedness or (iii) add to the collateral, if any, securing such Indebtedness in any manner that would violate §9.2; (i) Indebtedness of the Guarantor and its Subsidiaries consisting of short-term trade credit extended to the Guarantor or such Subsidiary in the ordinary course of such Person’s business in connection with the acquisition of Containers and other equipment; provided that such Indebtedness shall not be in existence for more than 180 days after the occurrence of the transaction giving rise thereto; (j) Indebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness of a Subsidiary of a Loan Party to another Loan Party consisting of Investments permitted by §9.3(e); (l) Indebtedness consisting of obligations (contingent or otherwise) of the Guarantor or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are not being contested (or were) entered into by such Person in good faith. The terms and provisions the ordinary course of this §9.1 are business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in addition tothe value of securities issued by such Person, and not in limitation of, for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein non-defaulting party from its obligation to make payments on outstanding transactions to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any defaulting party; (m) Indebtedness for borrowed money which, together incurred by a Securitization Entity in connection with a Permitted Securitization; (n) other Indebtedness for borrowed money at any time; provided that (i) both before and immediately after any such Indebtedness is incurred, no Default or Event of Default shall have occurred and be continuing and (ii) if such indebtedness is secured, such Indebtedness (other than such Indebtedness (A) in an amount not to exceed $30,000,000 in the aggregate, (B) of and having recourse only to one or more Excluded Subsidiaries; or (C) which constitutes CAI Rail Indebtedness) shall be subject to the Intercreditor Agreement with the lenders in respect of such Indebtedness; (o) unsecured Indebtedness incurred by any Borrower, any Guarantor, and any Subsidiary since the date Guarantor consisting of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form one or more guaranties of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed CAI Rail Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower or its Subsidiaries incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 7.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or the relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Subject to Section 9, which recourse Indebtedness (iother than the Obligations) are overdue for more of the Borrower or any Subsidiary of the Borrower (other than sixty (60Term Loan Borrower) days, (ii) exceed $1,000,000 in the aggregate at principal amount not greater than $15,000,000.00, provided that neither the Borrower nor any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, such Subsidiaries shall incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered pursuant to this Section 8.1(f) unless it shall have provided to the Administrative Agent a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in accordance compliance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto its covenants referred to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis therein after giving effect to such proposed Indebtednessincurrence. The Administrative Agent will use good faith efforts At such time as the amount determined by performing the calculation set forth in Section 9.4 exceeds $75,000,000.00, the $15,000,000.00 threshold in this Section 8.1(f) shall be increased to cause $20,000,000.00; (g) Non-recourse Indebtedness of the Borrower or any compliance certificate delivered Subsidiary of the Borrower (other than Term Loan Borrower), provided that: (i) in the event that the property to be financed is a Non- Stabilized Property, such Indebtedness is incurred in connection with the acquisition of such Non-Stabilized Property and the credit facility established pursuant to this Agreement is fully funded, or if not fully funded, the Indebtedness to be incurred in connection with an acquisition or refinance is in excess of the remaining amounts available to be funded pursuant to this Agreement (assuming such Real Estate was to become a Mortgaged Property) or the Banks do not approve the addition of such property as a Mortgaged Property; or (ii) in the event that the property to be financed is a Stabilized Property, such Indebtedness is incurred when (A) the credit facility established pursuant to the Term Loan Agreement is fully funded, or (B) if not fully funded, the Indebtedness to be incurred in connection with the refinance of such Stabilized Property (1) is in excess of the amounts remaining to be funded under this Credit the Term Loan Agreement (assuming such Real Estate was to become collateral for the Term Loan) and the "Banks" under the Term Loan Agreement shall have been afforded a reasonable opportunity to increase the amounts available under the Term Loan Agreement to accommodate such funding (provided that the "Banks" under the Term Loan Agreement need not be delivered afforded an opportunity to each Lender increase the amount of the Term Loan to accommodate a funding in accordance the event that such "Banks" shall have previously been afforded an opportunity to increase the Term Loan to accommodate a funding), or if the "Banks" under the Term Loan Agreement have approved such increase, the Banks have not approved such increase, or (2) the Term Loan Banks have rejected the request to include such property as collateral for the Term Loan Agreement; provided that neither the Borrower nor any of its Subsidiaries shall incur any Indebtedness pursuant to this Section 8.1(g) unless it shall have provided to the Agent a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with §15.12 its covenants referred to therein and the covenants set forth in any event on Section 9 of the same day or the Business Day following the day Term Loan Agreement after giving effect to such compliance certificate is received by the Administrative Agent.incurrence;

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(x) and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, changing the amortization thereof (excluding other than to extend the Obligationssame), accelerating the maturity date thereof , decreasing the weighted average life thereof or increasing the cash pay interest thereof; provided, that the aggregate amount of such Indebtedness described in this subclause (a) which is incurred under a revolving credit facility or line of credit with another financial institutionshall not exceed $2,000,000; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made[Reserved]; (d) An aggregate Indebtedness of any Credit Party outstanding as of the Restatement Effective Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount in excess thereof, changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof and that are otherwise on terms and conditions no less favorable as a whole to such Credit Party, the Administrative Agent or any other Secured Party, as determined by the Administrative Agent than the terms of $1,000,000 at any one time in respect of uninsured judgments the Indebtedness being refinanced, amended or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andmodified; (e) Current unsecured Subordinated Debt incurred after the Restatement Effective Date on terms and conditions acceptable to the Administrative Agent in its sole discretion, provided that (i) the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking in account any extension thereof) and (ii) the aggregate amount of such Subordinated Debt shall not exceed $5,000,000; (f) Indebtedness consisting of any Investment permitted by Sections 7.01(c), (d), (e) or (g); (g) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 and (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02; (h) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business, which ; and (i) are overdue for more than sixty Indebtedness in respect of netting services, automatic clearing house arrangements, treasury management services and similar arrangements in the ordinary course of business in each case in connection with deposit and securities account; (60j) daysIndebtedness of the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities constituting earn-out obligations under the Share Purchase Agreement dated June 21, 2013, by and among M&C USA, LLC and the Sellers (iias defined therein), as in effect as of the date hereof; (k) other Indebtedness not to exceed $1,000,000 in the aggregate outstanding at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently contingently, by way of guarantee or partnership liability or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (bi) Indebtedness which would result current liabilities of the Borrower or such Subsidiary incurred in a Default the ordinary course of business but excluding any liabilities incurred through (A) the borrowing of money, or Event (B) the obtaining of Default credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services and (ii) liabilities of the Borrower (other indebtedness for borrowed money) under §10 hereof or under any other provision of this Credit Agreementthe Acquisition Documents; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 8.9; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (f) obligations under Capitalized Leases not exceeding $10,000,000 in aggregate amount at any time outstanding; (g) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary; (h) Venture required to be made pursuant to the terms and conditions of any written joint venture agreement of such Joint Venture as in effect on the date hereof) that (i) are overdue for more than sixty (60) daysis incurred solely in connection with cash management services provided by the Borrower to the Joint Ventures, (ii) exceed $1,000,000 is subordinated on terms and conditions satisfactory to the Majority Banks in the aggregate at any one time, all respects and (iii) are does not being contested exceed $3,000,000 in good faith. The aggregate amount at any time; (i) Indebtedness of a wholly-owned Subsidiary to the Borrower that has been assigned to the Agent on behalf of the Banks pursuant to the Security Documents; (j) Indebtedness of the Borrower or any of its Subsidiaries arising in connection with required (pursuant to the terms and provisions conditions of this §9.1 are any written joint venture agreement of any Joint Venture as in addition to, and effect on the date hereof) capital contributions to any of the Joint Ventures in an aggregate amount not in limitation of, the covenants excess of $2,000,000 at any time; (k) Indebtedness (other than that set f▇▇▇▇ ▇▇ §▇▇ of forth above in this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since Section 9.1) existing on the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate hereof and listed and described on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.Schedule 9.1 hereto; and

Restrictions on Indebtedness. The Borrowers and the Guarantors maywill not, and may will not permit any of their respective Restricted Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders, the Issuing Lender and each Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 9.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower or any of its Restricted Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Indebtedness of any of the Borrowers or any of their Restricted Subsidiaries to any of the Borrowers or any of their other Restricted Subsidiaries consisting of rights of reimbursement, which contribution, subrogation and the like in connection with the joint and several obligations of the Borrowers and their Restricted Subsidiaries under the Loan Documents; (f) Indebtedness incurred (other than under this Credit Agreement) or assumed in connection with the acquisition after the date hereof of any real or personal property by the Borrowers or their Restricted Subsidiaries (including Indebtedness in respect of Capitalized Leases), provided that the aggregate principal amount of such Indebtedness of (i) are overdue for more than sixty (60) daysthe U.S. Borrower and its Restricted Subsidiaries shall not exceed the amount of $45,000,000 at any one time, (ii) the Canadian Borrower and its Restricted Subsidiaries shall not exceed $1,000,000 in the aggregate amount of $10,000,000 at any one time, (iii) the European Borrower and its Restricted Subsidiaries shall not exceed the amount of $5,000,000 at any one time, and (iiiiv) and the Australian Borrower its Restricted Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (g) Indebtedness existing on the Closing Date and listed and described on Schedule 10.1 hereto including any extensions or refinancings thereof on substantially similar terms as the Indebtedness being refinanced and provided there is no increase in the amount thereof; (h) Indebtedness of any Loan Party to any other Loan Party, provided that the aggregate amount of any Indebtedness from any Foreign Loan Party to any U.S. Loan Party, together with, without duplication, Investments by any U.S. Loan Party in any Foreign Loan Party permitted under §10.3(i), shall not exceed $125,000,000; (i) Indebtedness of the Borrowers with respect to Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; provided that such Hedging Agreements are not being contested in good faith. The terms respect of credit default swap derivatives or equity derivatives; (j) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; (k) Indebtedness of the Borrowers or any of their Restricted Subsidiaries in respect of guaranties of obligations in connection with Permitted Acquisitions and other Investments permitted by §10.3(i) and for the operation of any of their Restricted Subsidiaries (in each case, to the extent the underlying Indebtedness with respect thereto is otherwise permitted under this §10.1), not to exceed $40,000,000 (or, during the period commencing on the Closing Date through the first anniversary of the Closing Date, $48,000,000) in the aggregate for all such Indebtedness permitted at any time; (l) Indebtedness with respect to the Senior Notes, in an aggregate outstanding principal amount not to exceed $300,000,000 at any one time; provided that such Senior Notes shall not have (x) maturity dates prior to the Maturity Date (other than the 4.85% Series 2004-A Senior Notes due November 1, 2011 and the Floating Rate Series 2005-C Senior Notes due July 26, 2012) nor (y) covenants or events of default more restrictive than those in this Credit Agreement; (m) Other Indebtedness not included in the foregoing provisions of this §9.1 are in addition to, and 10.1 not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 50,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate at any time outstanding; and (n) Indebtedness of any Loan Party to any Non-Guarantor Subsidiary; provided, that, all such Indebtedness does not exceed $20,000,000 in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance aggregate at the any time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.

Restrictions on Indebtedness. The Borrowers and the Guarantors maywill not, and may will not permit any of their respective Restricted Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders, the Issuing Lender and each Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 9.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower or any of its Restricted Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Indebtedness of any of the Borrowers or any of their Restricted Subsidiaries to any of the Borrowers or any of their other Restricted Subsidiaries consisting of rights of reimbursement, which contribution, subrogation and the like in connection with the joint and several obligations of the Borrowers and their Restricted Subsidiaries under the Loan Documents; (f) Indebtedness incurred (other than under this Credit Agreement) or assumed in connection with the acquisition after the date hereof of any real or personal property by the Borrowers or their Restricted Subsidiaries (including Indebtedness in respect of Capitalized Leases), provided that the aggregate principal amount of such Indebtedness of (i) are overdue for more than sixty (60) daysthe Domestic Borrowers and the other U.S. Loan Parties shall not exceed the amount of $60,000,000 at any one time, (ii) the Canadian Borrower and the Canadian Restricted Subsidiaries shall not exceed $1,000,000 in the aggregate amount of $15,000,000 at any one time, (iii) the European Borrower and the European Restricted Subsidiaries shall not exceed the amount of $10,000,000 at any one time, and (iiiiv) the Australian Borrower and the Australian Restricted Subsidiaries shall not exceed the aggregate amount of $20,000,000 at any one time; (g) Indebtedness existing on the Closing Date and listed and described on Schedule 10.1 hereto including any extensions or refinancings thereof on substantially similar terms as the Indebtedness being refinanced and provided there is no increase in the amount thereof; (h) Indebtedness of any Loan Party to any other Loan Party, provided that the aggregate amount of any Indebtedness from any Foreign Loan Party to any U.S. Loan Party (other than Indebtedness permitted pursuant to §10.1(o)), together with, without duplication, Investments in accordance with §10.3(i), shall not exceed the sum of (i) 10% of the Consolidated Total Tangible Assets of GWI and its Subsidiaries plus (ii) the Available Amount Not Otherwise Applied; (i) Indebtedness of the Borrowers with respect to Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; provided that such Hedging Agreements are not being contested in good faith. The terms respect of credit default swap derivatives or equity derivatives; (j) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; (k) Indebtedness of the Borrowers or any of their Restricted Subsidiaries in respect of guaranties of obligations in connection with Permitted Acquisitions and other Investments permitted by §10.3(i) and for the operation of any of their Restricted Subsidiaries (in each case, to the extent the underlying Indebtedness with respect thereto is otherwise permitted under this §10.1), not to exceed $40,000,000 in the aggregate for all such Indebtedness permitted at any time; (l) unsecured Indebtedness of GWI (including Indebtedness in respect of term loans, public debt offerings and private placements), in an aggregate outstanding principal amount not to exceed $300,000,000 at any one time, plus, to the extent any Indebtedness in respect of the Senior Notes listed on Schedule 10.1 is repaid, but not otherwise extended or refinanced in accordance with §10.1(g), an amount equal to the aggregate amount of such Indebtedness repaid; provided that such Indebtedness shall not have (x) maturity dates prior to the Maturity Date (other than permitted Indebtedness under this clause (l) in an aggregate amount not to exceed $100,000,000) nor (y) covenants or events of default more restrictive than those in this Credit Agreement; (m) other Indebtedness not included in the foregoing provisions of this §9.1 are in addition to, and 10.1 not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 75,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate at any time outstanding; (n) Indebtedness of any Loan Party to any Non-Guarantor Subsidiary; provided that all such Indebtedness (i) does not exceed $50,000,000 in the form of Exhibit D-4 hereto aggregate at any time outstanding and (ii) shall be subordinated to the Administrative Agent evidencing covenant compliance at Obligations such that no payments or demands in respect of such Indebtedness shall be made to the time extent an Event of delivery Default exists or would result therefrom; (o) Indebtedness of the certificate and on a pro-forma basis after giving effect European Borrower to such proposed Indebtedness. The Administrative Agent will use good faith efforts GWI in an aggregate outstanding amount not to cause exceed $8,500,000; (p) obligations among the members of the Australian Consolidated Group under the Australian Tax Sharing Agreement; and (q) Indebtedness of GWA (North) in favor of AustralAsia due in the year 2054 in an aggregate accreted principal amount not to exceed AUD50,000,000 at any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttime.

Restrictions on Indebtedness. The Borrowers and the Guarantors maywill not, and may will not permit their respective Subsidiaries any Subsidiary to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Bank arising under a revolving credit facility this Agreement or line of credit with another financial institutionthe other Loan Documents; (b) Existing Indebtedness which would result as listed on Schedule 6.1 hereto, on the terms and conditions in a Default or Event effect as of Default under §10 hereof or under any other provision of this Credit Agreementthe date hereof; (c) An aggregate amount Current liabilities of the Borrowers incurred in excess the ordinary course of $1,000,000 at any one time business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (d) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 Section 5.6 and has not been timely madeIndebtedness secured by liens of carriers, warehousemen, mechanics and materialmen permitted by Section 6.2; (de) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards which have been renderedin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrowers have maintained adequate reserves; and Indebtedness in respect of a final judgment against any Borrower which is undischarged, unsatisfied and unstayed and which, with other outstanding final judgments, undischarged against the Borrowers does not exceed $1,000,000 in aggregate amount; and (ef) Current unsecured liabilities incurred in the ordinary course of businessOther Indebtedness, which (i) are overdue for more than sixty (60) days, (ii) not to exceed $1,000,000 in the aggregate at aggregate, incurred after the date hereof (including existing Indebtedness of any one timeSubsidiaries of the Borrowers acquired after the date hereof), and (iii) are not being contested through the borrowing of money or the obtaining of credit, incurred in good faith. The terms and provisions connection with the lease or acquisition of this §9.1 are property or fixed assets useful or intended to be used in addition to, and not in limitation of, carrying on the covenants set f▇▇▇▇ ▇▇ §▇▇ business of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttheir Subsidiaries.

Restrictions on Indebtedness. The Borrowers and Neither the Guarantors mayParent nor the Company will, and may nor will either permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (ai) Senior Indebtedness (excluding the Obligations) which is incurred under a revolving credit facility and pursuant to the Credit Documents up to an aggregate principal amount of up to (A) $200,000,000, or line (B) such greater principal amount as is permitted pursuant to the provisions of credit with another financial institutionSection 10(r) and Section 11(f); (bii) Indebtedness which would result of the Company and its Subsidiaries resulting from endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (iii) the Notes, the Subsidiary Guaranty and the Parent Guaranty; (iv) purchase money Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Parent, the Company or any of their Subsidiaries or under any Capitalized Lease, and any refunding, refinancing, modification and amendment thereof, which does not have the effect of increasing the principal amount thereof (ior accreted value thereof) are overdue for more than sixty plus accrued and unpaid interest on the Indebtedness so refunded, refinanced, modified or amended (60) daysplus the amount of necessary fees and expenses incurred in connection therewith and any premiums paid on the Indebtedness repaid), (ii) provided that such Indebtedness is incurred within 90 days following such acquisition, it does not exceed $1,000,000 in 100% of the purchase price thereof and the aggregate principal amount of such Indebtedness of the Parent, the Company and each of their Subsidiaries shall not exceed the outstanding aggregate principal amount of $5,000,000 at any one time, and provided, further, that the aggregate principal amount of Indebtedness permitted under Section 10(a)(iv), Section 10(a)(xi)(A), Section 10(a)(xv) and Section 10(a)(xvi) shall not collectively exceed the amount of $20,000,000 at any one time; (iiiv) are Indebtedness existing on the date of this Agreement and listed and described on Schedule 10(a) hereto; and any refunding, refinancing, modification and amendment thereof, which does not being contested have the effect of increasing the principal amount thereof (or accreted value thereof) plus accrued and unpaid interest on the Indebtedness so refunded, refinanced, modified or amended (plus the amount of necessary fees and expenses incurred in good faith. The connection therewith and any premiums paid on the Indebtedness repaid) and which is otherwise on terms and provisions conditions not materially less favorable to the Company, its Subsidiaries, and the Holders than the terms of this §9.1 are the Indebtedness being refinanced; provided, that, any refunding, refinancing, modifications and amendments of any Transaction Debt listed on Schedule 10(a) shall be on terms no less materially favorable to the Company, the Subsidiaries or the Holders, as reasonably determined by the Holders, than the terms of the Indebtedness being refinanced (other than as specifically contemplated by the Merger Agreement to occur on or prior to the Second Closing Date); (vi) subordinated unsecured Indebtedness of the Parent to the Sponsor and its Affiliates in addition toan aggregate principal amount (when incurred) not to exceed $10,000,000 at any time outstanding, the terms and conditions of which either (A) shall be reasonably satisfactory to the Holders or (B) shall be expressly subordinated and junior in right and time of payment to the Obligations and that is evidenced by written agreement(s) which provide, at a minimum, that such Indebtedness (1) shall bear interest which is only payable in kind and not in limitation ofcash until after the Subdebt Maturity Date, (2) shall not require any payment of principal (scheduled, by maturity or otherwise) prior to 91 days after the Subdebt Maturity Date and (3) shall have covenants that, taken as a whole, are materially less restrictive than those contained in this Agreement; (vii) Indebtedness of the Company, the covenants set fParent (solely to the extent permitted under Section 10(e)) or a Domestic Subsidiary, to the Company or the Parent or another Domestic Subsidiary of either the Company or the Parent, so long as such Indebtedness is subordinated to the prior payment in full of the Obligations pursuant to terms of the Intercompany Subordination Agreement; (viii) Indebtedness of a Foreign Subsidiary to (A) another Foreign Subsidiary, (B) the Parent, so long as the underlying loan is funded solely with the proceeds of the Indebtedness described in subparagraph (vi) above or funded with an equity investment in the Parent, or (C) the Company or a Domestic Subsidiary of the Company, so long as (1) such Indebtedness is subordinated to the prior payment in full of the Obligations pursuant to terms of the Intercompany Subordination Agreement and (2) the aggregate principal amount of all Indebtedness on or after the Initial Closing Date under this Section 10(a)(viii)(C) does not exceed in each case, in the aggregate outstanding at any one time, the sum of (x) $10,000,000 with respect to the Indebtedness solely of Bell Canada, plus (y) $3,000,000 with respect to the Indebtedness of any Significant Foreign Subsidiaries (including Bell ▇▇▇▇ ▇▇ §▇▇ of this ada); (ix) (A) prior to the Second Closing Date, Indebtedness under the Indenture Notes, the Convert Notes, the 14% Discount Notes and the 18% Debentures and (B) on and after, and only to the extent not repurchased on, the Second Closing Date, Indebtedness under the Indenture Notes, the Convert Notes and the 18% Discount Notes; provided that no Indebtedness under the Convert Notes shall exist after November 15, 2000; (x) Indebtedness under any Hedging Agreement permitted to be maintained under the Credit Agreement. Notwithstanding anything contained herein . (xi) (A) Indebtedness (including Acquired Indebtedness) either acquired or incurred in connection with Permitted Acquisitions or Permitted Foreign Acquisitions, the terms and conditions of which may be senior secured to or parri passu in right of payment with the Obligations, in an aggregate principal amount not to exceed $7,500,000 at any time outstanding, (B) unsecured Indebtedness either acquired or incurred in connection with Permitted Acquisitions or Permitted Foreign Acquisitions after the date hereof of any equity interest in, or assets of any Person, the terms and conditions of which may be parri passu in right of payment with the Obligations, in an aggregate principal amount not to exceed $2,500,000 at any time outstanding, and (C) junior subordinated unsecured Indebtedness, either acquired or incurred in connection with Permitted Acquisitions or Permitted Foreign Acquisitions after the date hereof of any equity interest in, or assets of any Person, the terms and conditions of which shall be expressly subordinate in right of payment and other rights to the contraryObligations, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided, however, that the Borrowers aggregate principal amount of Indebtedness permitted under Section 10(a)(iv), Section 10(a)(xi)(A), Section 10(a)(xv) and Section 10(a)(xvi) shall not collectively exceed the Guarantors will notamount of $20,000,000 at any one time; (xii) Indebtedness arising from the honoring by a bank or other financial institution of a check, and will not permit any draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within three Business Days of incurrence; (xiii) Indebtedness arising from agreements of the Company or a Subsidiary toof the Company providing for indemnification, incur any adjustment of purchase price or similar obligations, in each case, incurred in connection with a Permitted Asset Disposition, other than guarantees of Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any BorrowerPerson acquiring all or any portion of such business, any Guarantorassets or a Subsidiary for the purpose of financing such acquisition; provided, and any that such Indebtedness not exceed the amounts set aside by the Company or a Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent Company as a reserve, in accordance with this Credit AgreementGAAP, exceeds other than such Indebtedness which is not reflected on the balance sheet of the Company or any Subsidiary or referenced in a footnote to financial statements and not otherwise reflected on the balance sheet, against any liabilities associated with such Permitted Asset Disposition including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with any such Permitted Asset Disposition; (xiv) Indebtedness of the Company or any of its Subsidiaries in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts; (xv) additional Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $5,000,000 in 6,000,000 at any one time outstanding; provided, however, that the aggregate unless outstanding principal amount of Indebtedness permitted under Section 10(a)(iv), Section 10(a)(xi)(A), Section 10(a)(xv) and Section 10(a)(xvi) shall not collectively exceed the Borrowers shall have delivered a compliance certificate in the form amount of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance $20,000,000 at the any one time of delivery outstanding; and (xvi) Indebtedness of the certificate Foreign Subsidiaries (excluding any intercompany debt permitted under clause (viii), but including any existing Indebtedness scheduled under clause (v)) in an aggregate principal amount not to exceed $3,000,000 at any one 60 time outstanding; provided, however, that the aggregate principal amount of Indebtedness permitted under Section 10(a)(iv), Section 10(a)(xi)(A), Section 10(a)(xv) and on Section 10(a)(xvi) shall not collectively exceed the amount of $20,000,000 at any one time. Notwithstanding the foregoing, neither the Parent nor the Company will, nor will either permit any of its Subsidiaries to, create, incur, assume, or guarantee, contingently or otherwise, with respect to any Indebtedness under Section 10(a)(iv), Section 10(a)(xi)(A), Section 10(a)(xi)(B) and Section 10(a)(xv) after a pro-forma basis after giving effect to Default or an Event of Default has occurred and is continuing. Notwithstanding Sections 10(a)(i)-(xvi), the Parent, the Company and each of their Subsidiaries shall not at any time incur Indebtedness in excess of the levels permitted under the covenants contained in Section 4.10 of the Indenture, for so long as such proposed Indebtednesscovenants are in full force and effect. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement All Indebtedness incurred hereunder is intended to be delivered to each Lender in accordance with §15.12 and in any event on Indebtedness incurred under the same day or first paragraph of Section 4.10 of the Business Day following the day such compliance certificate is received by the Administrative AgentIndenture.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayNo Borrower will become or be a guarantor or surety of, and may permit their respective Subsidiaries to, or otherwise create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise), with respect to any Indebtedness of any other thanPerson or incur Indebtedness other than the following; provided that no Event of Default shall have occurred and be continuing and such Indebtedness is permitted by the 2002 Subordinated Note Indenture: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default endorsements for collection, deposit or Event negotiation and warranties of Default under §10 hereof products or under any other provision of this Credit Agreementservices; (c) An Indebtedness incurred in connection with the acquisition or lease financing of any real or personal property by such Borrower or under any Capitalized Lease or Synthetic Lease, provided that the aggregate principal amount in excess of such Indebtedness of the Borrowers shall not exceed $1,000,000 20,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely madetime; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect Swap Contracts entered into pursuant to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andss.8.13; (e) Current unsecured liabilities incurred Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto, together with any renewals, extensions or refinancings thereof on terms which (i) do not increase the principal amount thereunder, and (ii) are not materially different than those in effect as of the date hereof; provided that no such Indebtedness may be prepaid without prior written consent of the Required Lenders; (f) incurrence by any Borrower of guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, which ; (g) Indebtedness with respect to landfill closure bonds of the Borrowers in an aggregate amount not to exceed $100,000,000; (h) Indebtedness with respect to the L/C Supported IRBs; (i) are overdue for more than sixty Unpaid accrued dividends with respect to the Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock and Series E Convertible Preferred Stock to the extent treated as Indebtedness under GAAP; (60j) daysIndebtedness of IESI MO Corporation with respect to royalty payments secured by Liens permitted pursuant to ss. 9.2.1 (ix); (k) Subordinated Debt permitted pursuant to ss.9.7; (l) Indebtedness of the Borrowers under fuel price swaps, fuel price caps, and fuel price collar or floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices with respect to fuel purchased in the ordinary course of business of the Borrowers (ii) "Fuel Derivatives Obligations"), provided that the aggregate notional amount of such agreements do not exceed $1,000,000 in the aggregate 10,000,000 outstanding at any one time, and the maturity of such agreements do not exceed thirty-six (iii36) are not being contested in good faith. The terms and provisions of this §9.1 are in addition tomonths, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together terms are consistent with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date past practices of the most recent compliance certificate delivered Borrowers; and (m) Other unsecured Indebtedness in an aggregate amount not to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent10,000,000.

Restrictions on Indebtedness. The Borrowers Borrower shall not, ---------------------------- and the Guarantors may, and may shall not permit their respective Subsidiaries any other Loan Party to, create, incur, assume, guarantee assume or be or remain liable for, contingently or otherwise, suffer to exist any Indebtedness other than: (a) Indebtedness (excluding Capitalized Lease Liabilities entered into by EME Homer City in the Obligations) which is incurred under a revolving credit facility or line ordinary course of credit with another financial institutionbusiness not to exceed at any time an aggregate principal amount equal to $10,000,000; (b) Indebtedness which would result in a Default or Event of Default the Borrower under §10 hereof or under Interest Rate Hedging Transactions entered into with respect to the Loans with any other provision of this Credit AgreementLender; (c) An aggregate Indebtedness of the Borrower incurred after repayment of the 364- Day Term Loans and the termination of the 364-Day Term Loan Commitments, provided that(i) the Borrower shall have delivered to the Lenders a pro -------- --- forma calculation of the Debt Service Coverage Ratio for the preceding 12- ----- month period (or, if such calculation is being delivered prior to the first anniversary of the Effective Date, for such shorter period of not less than six months) indicating that, had such Indebtedness been outstanding and had the maximum amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required Indebtedness available to be made drawn under the Commitments been outstanding during such period, the Debt Service Coverage Ratio for such period would have been greater than 2.75 to 1.00 and (ii) the Borrower shall have received written confirmation that the incurrence of such Indebtedness would not result in accordance with a downgrade of the provisions of §8.9 Borrower's senior secured Debt Rating below BBB- or Baa3 from S&P and has not been timely made▇▇▇▇▇'▇, respectively; (d) An aggregate amount in excess Indebtedness consisting of $1,000,000 at reimbursement obligations of any one time in Loan Party with respect of uninsured judgments or awards(i) letters of credit, with respect to which the applicable periods for taking appeals have expired, or with respect to which final surety bonds and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred performance bonds used by such Loan Party in the ordinary course of businessbusiness in an aggregate amount not to exceed $15,000,000 at any time, which or (ii) letters of credit used by the Borrower to meet the Debt Service Reserve Requirement or analogous requirements in connection with the incurrence of any Indebtedness described in clause (e) below; provided that the aggregate --------- -------- amount of outstanding reimbursement obligations of all Loan Parties under this clause (d) shall not be in excess of $65,000,000 at any time; ---------- (e) Indebtedness of the Borrower incurred to refinance the 364-Day Term Loans or any other existing Indebtedness of the Borrower, provided -------- that either: (i) (A) the average life of such Indebtedness shall not be less than, in the case of Indebtedness incurred to refinance the 364-Day Term Loans, 5 years, or, in the case of Indebtedness incurred to refinance other Indebtedness of the Borrower, the average life of the Indebtedness so refinanced and (B) the principal amount of such Indebtedness shall not exceed the amount of the Indebtedness so refinanced, plus an amount for fees and expenses of issuance, provided, further, in the case of -------- ------- Indebtedness incurred to refinance the 364-Day Term Loans, the principal amount of such Indebtedness may exceed the aggregate principal amount of the 364-Day Term Loan by an amount up to $75,000,000, inclusive of an amount for fees and expenses of issuance, so long as (i) are overdue (A) the amount available to be drawn under the EME Credit Support Guarantee is increased by an amount equal to the amount by which the Borrower's projected Cashflow Available for more Debt Service for the period from the anticipated date of incurrence of such Indebtedness through December 31, 2001, would need to be increased in order for the projected Debt Service Coverage Ratio for such period to equal 2.00 to 1.00 and (B) the Borrower shall have received written confirmation that such Indebtedness is rated at BBB- or Baa3 or better from S&P and ▇▇▇▇▇'▇, respectively; or (ii) (A) the Borrower shall have delivered to the Lenders a pro forma calculation of the Debt Service --- ----- Coverage Ratio for the preceding 12-month period (or, if such calculation is being delivered prior to the first anniversary of the Effective Date, for such shorter period of not less than sixty six months) indicating that, had such Indebtedness been outstanding and had the maximum amount of Indebtedness available to be drawn under the Commitments been outstanding during such period, the Debt Service Coverage Ratio for such period would have been greater than2.75 to 1.00 and (60B) daysthe Borrower shall have received written confirmation that such Indebtedness is rated BBB- or Baa3 or better from S&P and ▇▇▇▇▇'▇, respectively; (f) Indebtedness in the form of subordinated, unsecured intercompany loans between the Loan Parties that is subject to the Intercompany Loan Subordination Agreement; (g) Indebtedness in the form of guarantees made by the Borrower in the ordinary course of business related to the Generating Station in connection with (i) fuel procurement or sales, (ii) exceed $1,000,000 in purchases, sales or exchanges made by Affiliates of the aggregate at any one time, Borrower related to physical capacity and energy from the Generating Station and financial instruments related thereto and (iii) purchases, sales or exchanges of energy or emissions credits, so long as, in the case of each of clauses (i), (ii) and (iii) above, such activities ---------------- --- are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any entered into for speculative purposes; and (h) other unsecured Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Loan Parties not to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 20,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance outstanding at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttime.

Restrictions on Indebtedness. The None of the Borrowers and the Guarantors maywill, and may nor will they permit their respective Subsidiaries any Subsidiary to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrowers and their Subsidiaries, incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made8.7; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder and the Borrowers or their Subsidiaries, as applicable shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) the Prepetition Lender Debt and Indebtedness existing on the date hereof are listed and described on Schedule 9.1(f) hereto; (g) Indebtedness in respect of performance, which surety, statutory, appeal or similar bonds obtained in the ordinary course of business and listed and described on Schedule 9.1(g) hereto; (h) Indebtedness consisting of obligations of any of the Borrowers under any operating lease or real estate lease and listed and described on Schedule 9.1(h) hereto; (i) are overdue for Indebtedness in respect of netting services, overdraft protections and otherwise in connection with customary deposit account maintained by the Borrowers and their Subsidiaries as part of their ordinary cash management program; (j) Indebtedness incurred by Worldspace India to the extent the Lenders have consented in writing to such Indebtedness and such Indebtedness is not guaranteed by and is non-recourse to any Borrowers or any other Subsidiaries of the Borrower; (k) Indebtedness of any Subsidiary of the Borrowers to a Borrower to the extent approved by the Lenders in their sole discretion; provided that (i) such Indebtedness shall be evidenced by one or more than sixty (60) dayspromissory notes, (ii) exceed $1,000,000 such promissory notes shall be pledged to the Collateral Agent for the benefit of the Lenders pursuant to documentation in form and substance satisfactory to the aggregate at any one time, Lenders; and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Lenders shall have received evidence satisfactory to them that the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money whichCollateral Agent has received all such promissory notes, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date instruments of the most recent compliance certificate delivered to the Administrative Agent transfer with respect thereto endorsed in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentblank.

Restrictions on Indebtedness. The Borrowers Borrower and the Guarantors maywill not, and may will not permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result to the Lender Hedge Providers in a Default or Event respect of Default under §10 hereof or under any other provision of this Credit AgreementHedge Obligations; (c) An aggregate amount current liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in excess the ordinary course of $1,000,000 at any one time business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (d) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and (ii) claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made7.8 or §8.20, as applicable; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities [Intentionally Omitted.] (f) endorsements for collection, deposit or negotiation incurred in the ordinary course of business; (g) subject to the provisions of §9, Secured Debt, provided that (A) the aggregate amount of Secured Debt shall not exceed forty percent (40%) of Gross Asset Value; provided, however, that for one or more periods of up to four (4) consecutive fiscal quarters immediately following each Material Acquisition of which Borrower has given Agent written notice (with such four (4) consecutive fiscal quarter period to include the quarter in which such Material Acquisition is consummated), such ratio of Secured Debt to Gross Asset Value (expressed as a percentage) may exceed forty percent (40%) but shall not exceed forty-five percent (45%) during such period; and (B) in addition to the limitation set forth in the immediately preceding clause (A), (1) the aggregate amount of Secured Debt that is Recourse Indebtedness (excluding the Obligations and the Hedge Obligations to the extent ever secured hereunder) shall not exceed fifteen percent (15%) of Gross Asset Value, and (2) the aggregate amount of Capitalized Lease Obligations of Parent Company and its Subsidiaries with respect to any of the Unencumbered Asset Pool Properties shall not exceed $45,000,000.00; (h) [Intentionally Omitted.] (i) are overdue for more than sixty [Intentionally Omitted.] (60j) days[Intentionally Omitted]; and (k) subject to the provisions of §9, (ii) exceed $1,000,000 in Unsecured Debt of the aggregate at any one time, and (iii) REIT or Subsidiaries of the REIT that are not being contested in good faith. The terms Initial Subsidiary Guarantors or Additional Subsidiary Guarantors (or any direct or indirect owners of such Subsidiaries), provided that the Initial Subsidiary Guarantors and provisions the Additional Subsidiary Guarantors may incur Unsecured Debt only if it has the Unencumbered Asset Pool Properties as a borrowing base or the documents evidencing same contain a covenant substantially similar to Section 4.12 of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit AgreementIndenture. Notwithstanding anything contained herein in this Agreement to the contrary, (i) none of the Borrowers and Indebtedness described in §8.1(g) above shall have any of the Guarantors will notUnencumbered Asset Pool Properties or any interest therein or equipment related thereto (other than Capitalized Lease Obligations not otherwise prohibited by §8.1(g) above) or any direct or indirect ownership interest in a Subsidiary Guarantor that either (A) owns, directly or indirectly, an Unencumbered Asset Pool Property, or (B) directly or indirectly provides services to an Unencumbered Asset Pool Property as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Parent Company (other than a Subsidiary Guarantor that either (A) owns, directly or indirectly, an Unencumbered Asset Pool Property, or (B) that directly or indirectly provides services to an Unencumbered Asset Pool Property (or any direct or indirect owners of such Subsidiaries)) to incur Non-Recourse Indebtedness subject to the terms of this §8.1 or recourse to the general credit of the Parent Company or the Borrower), and will not permit (ii) neither REIT nor any Subsidiary toGuarantor that (A) either owns, incur directly or indirectly, an Unencumbered Asset Pool Property, or (B) that directly or indirectly provides services to an Unencumbered Asset Pool Property, shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness for borrowed money which(including, together without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness for borrowed money incurred described in §§8.1(a)-(d), (f) and (k) above and Capitalized Lease Obligations not otherwise prohibited by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent8.1(g) above.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $2,500,000 at any one time; (d) Indebtedness in respect of Hedging Agreements so long as such arrangements are in the ordinary course of business and are not for speculative purposes; (e) Indebtedness existing on the date hereof and listed and described on SCHEDULE 9.1 hereto; (f) Indebtedness of (i) a Guarantor to the Borrower, so long as such Person is a Guarantor hereunder and remains a Subsidiary of the Borrower; (ii) the Borrower to a Guarantor, so long as such Guarantor remains a Subsidiary of the Borrower; and (iii) a Subsidiary which is not a Guarantor to another Subsidiary which is also not a Guarantor; (g) Indebtedness of the Borrower or any Guarantor to any Subsidiary which is not a Guarantor consisting of an intercompany loan so long as (i) the aggregate amount of all such Indebtedness under this Section 9.1(g) does not exceed $10,000,000 at any time; and (ii) the payment obligations thereunder are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein subordinated to the contrary, prior payment in full in cash of all Obligations pursuant to subordination terms acceptable to the Borrowers and Administrative Agent; (h) Indebtedness of a Subsidiary which is not a Guarantor to the Guarantors will not, and will Borrower or a Guarantor so long as the aggregate amount of all such Indebtedness under this Section 9.1(h) does not permit exceed $10,000,000 at any time; (i) third party Indebtedness of the Borrower or any Subsidiary toincurred or assumed in connection with any Permitted Acquisition (including, incur without limitation, Indebtedness consisting of earnout arrangements) so long as the aggregate amount of all such Indebtedness under this Section 9.1(i) does not exceed $10,000,000 at any time; (j) Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, of the Borrower and any Subsidiary since incurred in connection with the date issuance by a financial institution (other than the Administrative Agent) of a letter of credit or other bank guarantee in a currency other than Dollars for the account of the most recent compliance certificate delivered Borrower or such Subsidiary, so long as (i) the Borrower had, prior to the Administrative Agent in accordance with this Credit Agreementincurrence such Indebtedness, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form requested that such letter of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered credit be issued under this Credit Agreement to in a currency other than Dollars and the Lenders did not approve such currency; and (ii) the aggregate amount of all such Indebtedness under this Section 9.1(j) does not exceed $2,500,000 at any time; and (k) any extension, renewal, refunding, refinancing or replacement of the Indebtedness permitted under clauses (c), (e), and (i) above, PROVIDED that the aggregate principal amount of such replacement Indebtedness shall not exceed the outstanding principal amount of the Indebtedness existing on the date of such refinancing and the terms governing the Indebtedness incurred in connection with any such extension, renewal, refunding, refinancing or replacement thereof shall be delivered to each Lender in accordance with §15.12 and no more restrictive in any event material respect than the corresponding terms governing such Indebtedness as in effect on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentClosing Date.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 7.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (if) are overdue for more than sixty Subordinated Debt; (60g) days, (ii) exceed obligations under Capitalized Leases not exceeding $1,000,000 in aggregate amount at any time outstanding; (h) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or any Subsidiary of the Borrower, PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $1,000,000 at any one time, and ; (iiii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, Indebtedness existing on the covenants set f▇▇▇▇ ▇▇ §▇▇ date of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers Agreement and the Guarantors will not, listed and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and described on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.SCHEDULE 8.1 hereto;

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower shall not, and may shall not permit their respective Subsidiaries any Subsidiary to, become or be a guarantor or surety of, or otherwise create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility this Credit Agreement or line of credit with another financial institutionthe Loan Documents; (b) other existing Indebtedness listed on Schedule 7.1 hereto, on the terms and conditions in effect as of the date hereof, together with any renewals, extensions or refinancings thereof on terms which would result are not materially different than those in a Default or Event effect as of Default under §10 hereof or under any other provision the date hereof; provided that no such Indebtedness may be prepaid without the prior written consent of this Credit Agreementthe Majority Banks; (c) An aggregate amount incurrence of guaranty, suretyship or indemnification obligations in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance connection with the provisions Borrower's or Subsidiaries' performance of §8.9 and has not been timely madeservices for their respective customers in the ordinary course of their businesses; (d) An aggregate amount in excess Indebtedness of $1,000,000 at any one time in respect of uninsured judgments or awards, a Subsidiary to the Borrower; (e) Indebtedness with respect to equipment leases owing to any Subsidiary which the applicable periods for taking appeals have expired, or is a financing company; (f) Indebtedness with respect to which final and unappealable judgments equipment leases or awards have been renderedequipment chattel mortgages, including any such Indebtedness assumed in connection with an acquisition permitted under Section 7.4, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (eg) Current unsecured liabilities Indebtedness, including assumed obligations, incurred in connection with acquisitions after the ordinary course date hereof of businessany stocks of, partnership or joint venture interests in, or assets of any Person and owing to the seller(s) of such stocks, partnership or joint venture interests, or assets; provided that the principal amount of any such Indebtedness shall not exceed $10,000,000 in the aggregate; and provided, further, that such acquisitions shall be otherwise permitted pursuant to Section 7.4; (h) Indebtedness which is subordinated to the Obligations on terms acceptable to the Agent and the Majority Banks, provided that the maturity of such Indebtedness is after the Maturity Date and such Indebtedness shall not be prepaid without the consent of the Majority Banks; and (i) are overdue for more than sixty (60) daysother Indebtedness incurred after the date hereof through the borrowing of money or the obtaining of credit, (ii) including any such Indebtedness assumed in connection with an acquisition permitted under Section 7.4, not to exceed an aggregate amount of $1,000,000 in the aggregate 5,000,000 outstanding at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and Neither the Guarantors mayBorrower nor the Guarantor will, and may or will permit their respective Subsidiaries any of the other Transaction Parties to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Agent or any of the Banks under a revolving credit facility the Loan Documents or line of credit with another financial institutionany Interest Rate Agreement; (b) Indebtedness in respect of obligations of the Borrower or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Merchandising under Capitalized Leases which would result does not exceed $2,500,000 in a Default or Event of Default under §10 hereof or under the aggregate outstanding at any other provision of this Credit Agreementtime; (c) An aggregate liabilities (including all liabilities under leases other than Capitalized Leases) of the Borrower or any of its Subsidiaries incurred in the ordinary course of business not incurred through the borrowing of money, Capitalized Leases or the obtaining of credit (except credit on an open account customarily extended and in fact extended in connection with normal purchases of goods and services); (d) Indebtedness owed by the Borrower or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Merchandising to trade vendors, in the amount in excess of the cost to the Borrower of inventory on consignment from such trade vendors not to exceed $1,000,000 1,500,000 at any one time outstanding; (e) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Transaction Party shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (f) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (g) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 8.5; (dh) An aggregate amount in excess Indebtedness of $1,000,000 at any one time the Borrower to the Guarantor; (i) obligations in respect of uninsured judgments or awardsthe fees and related expenses payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, ▇.▇. to the extent such fees and expenses are permitted by Section 9.11, and (ii) other obligations in respect of fees and expenses payable in connection with respect the Loan Documents, not to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andexceed $500,000 in aggregate amount; (ej) Current unsecured liabilities Indebtedness owing to the Borrower by (i) the Guarantor in respect of obligations evidencing advances made by the Borrower from time to time equal to expenses incurred in the ordinary course of business, which business by the Guarantor and payable by the Guarantor within thirty (i30) are overdue for more than sixty (60) days, days of receipt of such advance from the Borrower and (ii) of any Subsidiary of the Borrower party to the Guaranty; (k) Indebtedness consisting of liabilities resulting from the marking up of the Borrower's existing leases to reflect market rents; (l) existing Indebtedness not included above and listed on SCHEDULE 9.1 hereto; and (m) other Indebtedness not included in the foregoing provisions of this Section 9.1 not to exceed $1,000,000 750,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.

Restrictions on Indebtedness. The Parent and each of the Borrowers will not, and the Guarantors may, and may Parent will not permit their respective any of its other Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result of the Borrowers or the Parent or their Subsidiaries in a Default respect of current liabilities incurred in the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made(S)8.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Person shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness existing on the Closing Date of this Agreement and listed and described on Schedule 9.1 hereto and Indebtedness issued to refinance or replace such Indebtedness, which provided that (i) are overdue for more than sixty (60) daysthe obligor on the Indebtedness so refinanced or replaced is the obligor on such refinancing or replacement Indebtedness, (ii) exceed $1,000,000 in the aggregate at any one timeamount of such refinancing or replacement Indebtedness plus the amount of Indebtedness listed on Schedule 9.1 which is still outstanding does not exceed the aggregate principal amount of the Indebtedness set forth on Schedule 9.1 hereto (such principal amount to include commitments under revolving credit facilities), and (iii) are not being contested in good faith. The such refinancing or replacement Indebtedness has a final maturity date no earlier than December 1, 2002, (iv) such Indebtedness is on terms and provisions conditions (including, without limitation, terms relating to interest rate, covenants, defaults, mandatory prepayments and the ability of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein such Subsidiary to make dividends or loans to the contraryParent or the Borrowers) not materially more onerous to the Borrower or such Subsidiary than the Indebtedness set forth on Schedule 9.1 hereto, the Borrowers and the Guarantors will not(v) if secured, and will such Indebtedness is not permit secured by liens on any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date assets of the most recent compliance certificate delivered Borrower or such Subsidiary which were not previously subject to liens securing the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate Indebtedness set forth on Schedule 9.1 hereto; and on a pro-forma basis (vi) after giving effect to the incurrence of such proposed Indebtedness. The Administrative Agent will use good faith efforts refinancing or replacement Indebtedness no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance with the borrowing limitations set forth in (S)2.1; (i) Indebtedness incurred after the date hereof in connection with the acquisition or construction (and within 120 days of such acquisition or construction) of any real or personal property by the Parent, the Borrowers or any other Subsidiary of the Parent and Indebtedness assumed in connection with any acquisition (whether of assets or stock) of a business by any of such Persons, including Indebtedness issued to cause any compliance certificate delivered refinance or replace such Indebtedness so long as such refinancing or replacement Indebtedness otherwise complies with the criteria set forth in (S)(S)9.1(f)(i), (ii), (iv), (v) and (vi) (without reference to Schedule 9.1 hereto) and (ii) Capitalized Leases; provided (A) that the aggregate principal amount of all such Indebtedness under this Credit Agreement clause (g) shall not exceed $50,000,000 at any time and (B) after giving effect to the incurrence of any such Indebtedness no Default or Event of Default shall have occurred and be delivered continuing and the Borrower shall be in compliance with the borrowing limitations set forth in (S)2.1; (h) Indebtedness of a wholly-owned Subsidiary of the Parent or a Borrower owing to each Lender the Parent or such Borrower, provided that the Investment corresponding to such Indebtedness is permitted pursuant to (S)9.3(e); (i) contingent obligations arising in accordance connection with §15.12 (i) surety, performance or other similar bonds obtained in the ordinary course of business, consistent with past practices, and (ii) standby letters of credit issued in any event lieu of such bonds; (j) Indebtedness in respect of the Senior Notes and guaranties thereof in an aggregate principal amount not to exceed $280,000,000; (k) Indebtedness of the Parent or either of the Borrowers with respect to the SWATH Vessel in an aggregate principal amount not to exceed $10,000,000; (l) additional unsecured subordinated Indebtedness in an aggregate principal amount and on terms and conditions (including, without limitation, with respect to tenor, interest rate, and terms of the same day subordination provisions relating thereto) acceptable to the Agent and the Majority Banks, in their sole discretion; (m) additional unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000; and (n) Indebtedness of the Parent consisting of guaranties of Indebtedness of Saevik Supply or the Business Day following the day such compliance certificate is received by the Administrative Agentits Subsidiaries permitted pursuant to (S)9.1(f) and (S)9.1(g).

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, createCreate, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable for, contingently or otherwisewith respect to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Agent under a revolving credit facility or line of credit with another financial institution;this Agreement, the Term Loan Notes, the Revolving Credit Notes, the other Lender Agreements and the ASC East Credit Agreement, the notes issued thereunder and the ASC East Security Documents. (b) Indebtedness (i) described on SCHEDULE 5.16 hereto and (ii) any renewals, extensions and refundings thereof which would result do not increase the amount thereof, extend the weighted average maturity of any thereof by more than 25%, provide any collateral in excess of collateral currently securing such Indebtedness or grant or modify or amend any rights, remedies or interests of the holders thereof in a Default manner materially adverse to the interests of the Agent or Event of Default under §10 hereof or under any other provision of this Credit Agreement;the Lenders. (c) An The Senior Subordinated Notes and the subordinated guaranties of the Borrowers with respect thereto. (d) The Series A Exchangeable Preferred Stock, the Senior Exchangeable Notes and the 101/2% Repriced Convertible Exchangeable Preferred Stock. (e) Subordinated Indebtedness incurred to the sellers of assets or stock in connection with Permitted Acquisitions, PROVIDED that such Indebtedness is unsecured, has a cash interest rate of not greater than 12% per annum, has no scheduled amortization until after payment in full of all Lender Obligations and is subordinated to the prior payment in full in cash of all Lender Obligations on terms and conditions approved in writing by the Agent. (i) Real Estate Guaranties; provided that the sum of Real Estate Guaranties and Direct Unrestricted Subsidiary Investments shall not exceed $25,000,000 at any time; (ii) (A) Capitalized Lease Obligations and (B) Indebtedness of the Borrowers to purchase tangible assets to be used in the Borrowers' operations in an amount not to exceed 100% of the purchase price of such assets, which Indebtedness may be secured by the assets so purchased but by no other assets; PROVIDED, HOWEVER, that the aggregate amount under clauses (A) and (B) of this Section 9.1(f)(ii) shall not exceed $50,000,000; (iii) Indebtedness of Persons that become Restricted Subsidiaries in excess connection with Permitted Acquisitions and not incurred in anticipation of such Permitted Acquisitions in an aggregate amount not to exceed $1,000,000 50,000,000; and (iv) Other unsecured Indebtedness in an amount not to exceed $25,000,000; PROVIDED, HOWEVER, that the total amount of all Indebtedness outstanding at any one time under this clause (f) shall not exceed $100,000,000. (g) Indebtedness consisting of indemnification and price adjustment obligations incurred in connection with Permitted Acquisitions. (h) Indebtedness on account of consolidated current liabilities (other than for money borrowed) incurred in the normal and ordinary course of business. (i) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is thereof shall not at the time be required to be made in accordance with the provisions of §8.9 and has Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time levied thereunder or in respect of uninsured judgments which American Ski or awards, with the Restricted Subsidiary subject to such judgment or award shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner satisfactory to the Agent and in respect to of which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards a stay of execution shall have been rendered; and obtained pending such appeal or review and for which adequate reserves have been established in accordance with generally accepted accounting principles and (eiii) Current unsecured liabilities incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business, which . (j) Indebtedness consisting of intercompany loans among (i) are overdue for more than sixty (60) daysASC East, Inc. and its Restricted Subsidiaries and (ii) American Ski - West and any Restricted Subsidiaries PROVIDED that the aggregate outstanding principal amount of all such loans shall not exceed $1,000,000 in the aggregate at any one time, 5,000,000 and (iii) are not being contested in good faith. The terms no such loan shall be evidenced by a promissory note or other instrument unless such note has been pledged and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent as security for the Lender Obligations on terms and conditions acceptable to the Agent. (k) Indebtedness of American Ski and its Restricted Subsidiaries under Interest Rate Protection Agreements entered into to protect American Ski and its Restricted Subsidiaries against fluctuations in accordance with this Credit Agreement, exceeds $5,000,000 interest rates so long as management of American Ski and its Restricted Subsidiaries has determined that the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and the notional amount thereof does not exceed the principal amount of the Consolidated Term Loans. (l) Payment and performance bonds entered into in the aggregate unless the Borrowers shall have delivered a compliance certificate ordinary course of business in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery support of the certificate activities of ASC East, Inc., ASC Utah, ASC West and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttheir Restricted Subsidiaries.

Restrictions on Indebtedness. The Borrowers and Neither the Guarantors mayCompany nor any of its Subsidiaries shall become or be a guarantor or surety of, and may permit their respective Subsidiaries to, or otherwise create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Purchasers hereunder or Indebtedness arising under a revolving credit facility or line of credit with another financial institutionthe 1998 Agreement; (b) Indebtedness which would result incurrence by the Company or any of its Subsidiaries of guaranty, suretyship or indemnification obligations in a Default or Event connection with such Person’s performance of Default under §10 hereof or under any other provision services for its respective customers in the ordinary course of this Credit Agreementits business; (c) An aggregate amount in excess incurrence by the Company or any of $1,000,000 at any one time in respect its Subsidiaries (other than a Designated LLC) of taxes, assessments, governmental charges Indebtedness to the Company or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions another of §8.9 and has not been timely madeits Subsidiaries (other than a Designated LLC); (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which other Indebtedness existing on the applicable periods for taking appeals have expired, or with respect to which final date hereof and unappealable judgments or awards have been rendered; andlisted and described on Schedule 6B hereto; (e) Current unsecured liabilities Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (including existing Indebtedness of any Subsidiary acquired after the Effective Date (the “Acquired Subsidiary”) originally incurred by the Acquired Subsidiary in connection with the lease or acquisition of property or fixed assets used in the business of the Acquired Subsidiary) not to exceed $25,000,000 in the aggregate; (f) Indebtedness with respect to the Permitted Subordinated Debt Offering not to exceed $200,000,000, and Seller Subordinated Debt not to exceed $25,000,000 at any time outstanding; (g) Indebtedness with respect to landfill closure bonds of the Company and its Subsidiaries in an aggregate amount not to exceed $50,000,000; (h) Indebtedness with respect to IRB’s provided that, other than with respect to L/C Supported IRBs, such Indebtedness shall not exceed $75,000,000 in aggregate amount at any time outstanding; (i) Bank Debt in principal amount not to exceed $300,000,000; (j) Indebtedness of a Designated LLC to the Company or any of its Subsidiaries, whether in the form of intercompany payables, advances, notes or debentures, each of which is pledged to the Collateral Agent, the proceeds of which are loaned or contributed as capital to a direct or indirect Subsidiary of such Designated LLC, which Subsidiary is a Guarantor (and not a Designated LLC); provided that the aggregate amount of all such Indebtedness permitted under this paragraph 6B(j) shall not exceed $100,000,000; (k) Indebtedness of the Company or any of its Subsidiaries in respect of Swap Contracts in compliance with the Bank Agreement; (l) Indebtedness in respect of Bank Product Obligations entered into with the Administrative Agent under the Bank Agreement or any other lender a party to the Bank Agreement in compliance with the Bank Agreement; (m) Indebtedness of the Company or any of its Subsidiaries under fuel price swaps, fuel price caps, and fuel price collar or floor agreements, and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices with respect to fuel purchased in the ordinary course of businessbusiness of the Company and its Subsidiaries (“Fuel Derivatives Obligations”); and (n) Other Indebtedness of the Company or any of its Subsidiaries up to $15,000,000 to a seller in connection with any acquisition permitted by paragraph 6E hereof; provided that if the creation, which (i) are overdue for more than sixty (60) daysincurrence, assumption or existence of any Indebtedness would constitute a default or an event of default under the Bank Debt or the Permitted Subordinated Debt Offering, then the creation, incurrence, assumption or existence of such Indebtedness shall not be permitted hereunder. (ii) exceed $1,000,000 Paragraph 6B of the Shelf Agreement is hereby amended to read in its entirety as set forth in subsection 2C(i) above except that subparagraph (a) of Paragraph 6B of the aggregate at any one time, and Shelf Agreement shall read as follows: (iiia) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Indebtedness to the contrary, Purchasers hereunder or Indebtedness arising under the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit 1996 Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.;

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (excluding except by an amount not in excess of accrued and unpaid interest and premiums owing thereon and fees and expenses incurred in connection with such refinancing), changing the Obligations) which is incurred under a revolving credit facility amortization thereof (other than to extend the same), accelerating the maturity date thereof or line of credit with another financial institutiondecreasing the weighted average life thereof; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An Second Lien Debt in an aggregate principal amount not to exceed the aggregate principal amount outstanding on the Closing Date (plus interest paid in excess of $1,000,000 at any one time in respect of taxeskind or capitalized and, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made Warrant PIK Fees following the Closing Date in accordance with the provisions terms of §8.9 the Second Lien Documents and has capitalized fees in an aggregate amount not been timely madeto exceed $150,000 on the Amendment No. 2 Effective Date in accordance with the terms of that certain eighth amendment to the Second Lien Credit Agreement dated the Amendment No. 2 Effective Date among the Credit Parties party thereto, the Second Lien Lenders and the Second Lien Agent) and in the case of and to the extent not duplicative of the foregoing, Second Lien Debt incurred pursuant to a Permitted Refinancing, such additional amounts as may be permitted pursuant to the definition of Permitted Refinancing; (d) An Indebtedness of the AA Canadian Subsidiaries under the Canadian Documents in an aggregate principal amount in excess of not to exceed Cdn. $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods 11,000,000; provided that such Indebtedness is not secured by Liens except for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andLiens permitted by Section 7.03(vi); (e) Current Indebtedness of any Credit Party outstanding as of the Closing Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof; (f) Indebtedness in respect of Swap Contracts entered into not for speculative purposes specifically permitted under Section 7.09; (g) unsecured Subordinated Debt on terms and conditions acceptable to the Required Lenders in their sole discretion, provided that the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking in account any extension thereof); (h) Indebtedness consisting of intercompany loans and advances permitted by Section 7.01; (i) Guarantees by (i) any Credit Party of Indebtedness of any otherDomestic Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 and (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02; (j) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business; (k) Indebtedness in respect of netting services, which automatic clearing house arrangements and similar arrangement in the ordinary course of business in each case in connection with deposit and securities account; (l) to the extent constituting Indebtedness, obligations in respect of agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Domestic Credit Party under any insurance policies entered into in the ordinary course of business that are either (i) are overdue for more than sixty (60) days, unsecured or (ii) secured by a Lien permitted under Section 7.03(xv); (m) Guarantees by Holdings consisting of Liens permitedpermitted by Section 7.03(vi)(a)(y) and Section 7.03(vi)(b); (n) Attributable Indebtedness incurred following the Closing Date pursuant to sale-leaseback transactions permitted by Section 7.06. (o) other unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate 250,000 at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (excluding except by an amount not in excess of accrued and unpaid interest and premiums owing thereon and fees and expenses incurred in connection with such refinancing), changing the Obligations) which is incurred under a revolving credit facility amortization thereof (other than to extend the same), accelerating the maturity date thereof or line of credit with another financial institutiondecreasing the weighted average life thereof; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An Second Lien Debt in an aggregate principal amount not to exceed the aggregate principal amount outstanding on the Closing Date (plus interest paid in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges kind or levies capitalized and claims for labor, materials and supplies for which payment therefor is required to be made Warrant PIK Fees following the Closing Date in accordance with the provisions terms of §8.9 the Second Lien Documents) and has in the case of and to the extent not been timely madeduplicative of the foregoing, Second Lien Debt incurred pursuant to a Permitted Refinancing, such additional amounts as may be permitted pursuant to the definition of Permitted Refinancing; (d) An Indebtedness of the AA Canadian Subsidiaries under the Canadian Documents in an aggregate principal amount in excess of not to exceed Cdn. $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods 11,000,000; provided that such Indebtedness is not secured by Liens except for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andLiens permitted by Section 7.03(vi); (e) Current Indebtedness of any Credit Party outstanding as of the Closing Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof; (f) Indebtedness in respect of Swap Contracts entered into not for speculative purposes specifically permitted under Section 7.09; (g) unsecured Subordinated Debt on terms and conditions acceptable to the Required Lenders in their sole discretion, provided that the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking in account any extension thereof); (h) Indebtedness consisting of intercompany loans and advances permitted by Section 7.01; (i) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 and (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02; (j) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business; (k) Indebtedness in respect of netting services, which automatic clearing house arrangements and similar arrangement in the ordinary course of business in each case in connection with deposit and securities account; (l) to the extent constituting Indebtedness, obligations in respect of agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Credit Party under any insurance policies entered into in the ordinary course of business that are either (i) are overdue for more than sixty (60) days, unsecured or (ii) secured by a Lien permitted under Section 7.03(xv); (m) Guarantees by Holdings consisting of Liens permited by Section 7.03(vi)(a)(y) and Section 7.03(vi)(b); (n) Attributable Indebtedness incurred following the Closing Date pursuant to sale-leaseback transactions permitted by Section 7.06. (o) other unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate 250,000 at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders, the Issuing Lender and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (d) Indebtedness incurred in connection with guarantees and/or comfort letters issued by the Borrower in respect of obligations of its Subsidiaries, which (i) are overdue for more than sixty (60) daysCJI or Minority Owned Joint Ventures, (ii) provided that the aggregate amount of such Indebtedness of the Borrower shall not exceed $1,000,000 in the aggregate 30,000,000 at any one time; (e) Indebtedness in respect of derivative contracts described in clause (i) of the definition of the term "Indebtedness" consisting of foreign exchange contracts entered into in the ordinary course of business and for non-speculative purposes; (f) Indebtedness in respect of Capitalized Leases and Synthetic Leases, and provided that the aggregate principal amount of such Indebtedness of the Borrower shall not exceed the aggregate amount of $10,000,000 at any one time; (iiig) are Indebtedness in respect of letters of credit in the ordinary course of business (other than Letters of Credit); (h) Indebtedness in respect of Investments permitted pursuant to Section 9.3(g) hereof; (i) Indebtedness of the type described in clause (g) of the definition of "Indebtedness" in an aggregate amount not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit exceed $10,000,000 at any Subsidiary to, incur any Indebtedness for borrowed money which, together with time; and (j) other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit AgreementBorrower and its Subsidiaries, exceeds $5,000,000 in provided that the aggregate unless the Borrowers shall have delivered a compliance certificate in the form principal amount of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery such Indebtedness of the certificate Borrower and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause its Subsidiaries shall not exceed the aggregate amount of $15,000,000 at any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentone time.

Restrictions on Indebtedness. The Borrowers and Neither the Guarantors mayBorrower nor the Guarantor will, and may or will permit their respective Subsidiaries any of the other Transaction Parties to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Agent or any of the Banks under a revolving credit facility the Loan Documents or line of credit with another financial institutionany Interest Rate Agreement; (b) Indebtedness which would result assumed by the Borrower pursuant to the Rampage Acquisition Documents in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreementan aggregate amount not to exceed $3,825,000; (c) An Indebtedness in respect of obligations of the Borrower or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Merchandising under Capitalized Leases (except as otherwise permitted under clause (e) hereof) which does not exceed $2,500,000 in the aggregate outstanding at any time; (d) liabilities of the Borrower or any of its Subsidiaries incurred in the ordinary course of business not incurred through the borrowing of money, Capitalized Leases or the obtaining of credit except credit on an open account customarily extended and in fact extended in connection with normal purchases of goods and services but including all liabilities under leases other than Capitalized Leases; (e) obligations under the Capitalized Lease of the Borrower's new headquarters and distribution center (including equipment installed therein) not exceeding $12,500,000 in aggregate amount in excess of $1,000,000 at any one time outstanding; (f) Indebtedness owed by the Borrower or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Merchandising to trade vendors, in the amount of the cost to the Borrowers of inventory on consignment from such trade vendors not to exceed $1,500,000 at any time outstanding; (g) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Transaction Party shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 8.8; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and Neither the Guarantors may, and may permit their respective Company nor any of its Subsidiaries to, will create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than:than the following ("Permitted Indebtedness"): (a) Indebtedness current liabilities incurred in the ordinary course of business not incurred through (excluding i) the Obligationsborrowing of money, or (ii) which is incurred under a revolving credit facility or line the obtaining of credit except for credit on an open account basis customarily extended, and in fact extended, in connection with another financial institutionnormal purchases of goods and services; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 Section 7.5 hereof; (c) Indebtedness in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company or any of its Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount Endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Indebtedness in respect of operating leases incurred in the ordinary course of business; (f) Indebtedness under or in respect of the agreements or instruments existing on the date of this Agreement listed and described on Schedule 7.10(f) hereto, which but only to the extent of the amounts listed thereon; (g) Indebtedness incurred in connection with any purchase money financing of any Capital Expenditures permitted hereunder, provided that the aggregate principal amount of such Indebtedness incurred by the Company and each of its Subsidiaries during any fiscal year shall not exceed $150,000 in the aggregate; (h) Indebtedness under the Financing Agreements; (i) are overdue for more than sixty the Senior Debt; (60j) days, the Seller Subordinated Closing Debt; (iik) unsecured Indebtedness owed to a seller as part of the purchase price in connection with a Permitted Acquisition so long as such Indebtedness is made subordinate and junior in right of payment to any and all Obligations pursuant to a Subordination Agreement satisfactory to the Holders; provided that such Indebtedness is on terms and conditions satisfactory to the Holders in their sole discretion; and (l) additional senior Indebtedness not to exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The 10,000,000; provided that such additional senior Indebtedness is on terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein conditions satisfactory to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent Holders in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttheir sole discretion.

Restrictions on Indebtedness. The None of the Borrowers and the Guarantors maywill, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness in respect of any interest rate contracts and foreign currency contracts undertaken in the ordinary course of business; (d) Existing Senior Debt, which and refundings, replacements or refinancings thereof; provided that no such refunding or refinancing shall shorten the maturity or weighted average life to maturity or increase the principal amount of any of the Existing Senior Debt; (e) Indebtedness of BGI’s domestic Subsidiaries not to exceed $10,000,000, including such Indebtedness outstanding on the Closing Date; (f) Indebtedness of BGI’s foreign Subsidiaries not to exceed in the aggregate for all such foreign Subsidiaries, ten percent (10%) of Consolidated Total Assets and $50,000,000 in the aggregate for any foreign Subsidiary, including such Indebtedness outstanding on the Closing Date; provided that Indebtedness of foreign Subsidiaries all of whose lenders are party to the Intercreditor Agreement shall not be included in this calculation; (g) Indebtedness of the Borrowers or any Subsidiary incurred to finance the acquisition of fixed or capital assets (other than pursuant to Sale Leaseback Transactions referred to in §9.1(n), whether pursuant to a loan, financing lease or otherwise) in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; (h) Indebtedness of the Borrowers or any Subsidiary in respect of Subordinated Debt; (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in Indebtedness of the aggregate at Borrowers owing to any one time, and (iii) are not being contested in good faith. The terms and provisions Subsidiary of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein such Borrower which is expressly subordinated to the contrary, the Borrowers prior payment in full in cash of all Obligations on terms disclosed to and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered reasonably acceptable to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in prior to the aggregate unless incurrence thereof; (j) Indebtedness of a Person outstanding at the time it is first acquired by any of the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto an acquisition permitted pursuant to the Administrative Agent evidencing covenant compliance §9.5.1(g), provided that any such Indebtedness was not created at the time of delivery or in contemplation or in anticipation of such acquisition; (k) Indebtedness of any of the certificate Borrowers or any of their Subsidiaries incurred in connection with the issuance of any surety bonds, Performance Letters of Credit or other similar performance bonds required pursuant to any contractual Obligation or requirement of law to which any of the Borrowers or any of their Subsidiaries are subject in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (l) additional Indebtedness of the Borrowers not exceeding $35,000,000 less any Indebtedness incurred under paragraph (g), in aggregate principal amount at any one time outstanding; (m) Indebtedness of Subsidiaries of the Borrowers owing to any other Subsidiaries of the Borrowers or to the Borrowers which results from an Investment permitted under §9.3(g) or (i); and (n) Indebtedness of BGI and on a pro-forma basis after giving effect its domestic Subsidiaries incurred in connection with Sale Leaseback Transactions, in an aggregate principal amount not to such proposed Indebtednessexceed $25,000,000 at any time outstanding. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered Notwithstanding the foregoing, the aggregate amount of (i) Indebtedness of the Borrowers (under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on paragraphs (j) or (l)) secured by Liens plus (ii) Indebtedness of the same day Borrowers’ Subsidiaries (under paragraphs (e), (f), (j) or (l)) shall not exceed fifteen percent (15%) of Consolidated Total Assets of the Business Day following Borrowers, determined as of the day such compliance certificate is received by end of the Administrative Agentthen most recently completed fiscal year of the Borrowers.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, No Borrower shall create, incur, assume, guarantee assume or be or remain liable for, contingently or otherwise, suffer to exist any Indebtedness other than: (a) Indebtedness existing on the Closing Date and set forth on Schedule 7.01, including any renewals, extensions, refinancings and replacements thereof so long as the principal amount thereof (excluding plus all accrued interest on such Indebtedness and the Obligationsamount of all fees and expenses, including premiums, incurred in connection therewith, the amount of which may be included in the principal amount of any refinancing) which is incurred under a revolving credit facility or line of credit with another financial institutionnot increased; (b) Indebtedness which would result incurrence of guaranty, suretyship or indemnification obligations in a Default or Event connection with the Borrowers’ performance of Default under §10 hereof or under any other provision services for their respective customers in the ordinary course of this Credit Agreementtheir businesses; (c) An aggregate amount in excess Indebtedness of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required Borrower to be made in accordance with the provisions of §8.9 and has not been timely madeanother Borrower; (d) An aggregate amount Indebtedness of the Borrowers incurred in excess connection with the acquisition or lease of $1,000,000 at any one time in respect of uninsured judgments equipment or awardsother property by the Borrowers under any Synthetic Lease, with respect to which the applicable periods for taking appeals have expired, Capital Lease or with respect to which final and unappealable judgments other lease arrangement or awards have been rendered; andpurchase money financing; (e) Current unsecured liabilities incurred Indebtedness of the Borrowers with respect to bonds for closure and post-closure obligations relating to any landfill owned or operated by the Borrowers; (f) Indebtedness of the Borrowers in respect of Swap Contracts (including Fuel Derivatives Obligations) entered into in the ordinary course of businessbusiness and not for speculative purposes; (g) Indebtedness of the Borrowers with respect to letters of credit of Persons acquired by the Borrowers; provided, which that such letters of credit shall be retired immediately or replaced by Letters of Credit under this Agreement as soon as possible but in any event not later than one hundred twenty (120) days after the closing of any such acquisition; (h) Indebtedness of the Borrowers in respect of IRBs; provided, that (i) such Indebtedness may be secured only to the extent such IRBs are overdue for more than sixty (60) days, L/C Supported IRBs and (ii) exceed after taking into account all Indebtedness incurred pursuant to this clause (h), the Borrowers on a consolidated basis shall be in pro forma compliance with each of the financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Indebtedness (with such amounts adjusted as if such Indebtedness was incurred on the first day of the applicable Pro Forma Reference Period)); (i) other secured Indebtedness (other than as permitted under other subsections hereof), not in excess of $1,000,000 20,000,000 in the aggregate at any one timetime outstanding; (j) other unsecured Indebtedness; provided, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition tothat, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery incurrence thereof, the Borrowers shall be in pro forma compliance with each of the certificate financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and on a pro-forma basis Consolidated Total Funded Debt as of the date of, and after giving effect to to, such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance Indebtedness (with §15.12 and in any event such amounts adjusted as if such Indebtedness was incurred on the same first day or of the Business Day following applicable Pro Forma Reference Period)); and (k) the day such compliance certificate is received by the Administrative AgentObligations.

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Restricted Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any Permitted Refinancing thereof; provided, that the aggregate amount of such Indebtedness described in this subclause (excluding a) shall not exceed $8,000,000 plus any additional amounts permitted to be incurred pursuant to the Obligations) which is incurred under a revolving credit facility or line definition of credit with another financial institutionPermitted Refinancing; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An Indebtedness of the Credit Parties under the ABL Credit Agreement and any Permitted Refinancing thereof; provided, that the aggregate amount of such Indebtedness described in excess of this subclause (c) shall not exceed $1,000,000 at 75,000,000 plus any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required additional amounts permitted to be made in accordance with incurred pursuant to the provisions definition of §8.9 and has not been timely madePermitted Refinancing; (d) An aggregate amount in excess Indebtedness of $1,000,000 at any one time in respect Credit Party outstanding as of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final Closing Date and unappealable judgments or awards have been rendered; andreflected on Schedule 7.02 hereto and any Permitted Refinancing thereof; (e) Current unsecured Subordinated Debt incurred after the Closing Date on terms and conditions acceptable to the Administrative Agent in its sole discretion, provided that (i) the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking in account any extension thereof as of the date of incurrence of such Subordinated Debt) and (ii) the aggregate amount of such Subordinated Debt shall not exceed $10,000,000; (f) Indebtedness consisting of any Investment permitted by Sections 7.01(c), (d) or (e); (g) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02 (other than Section 7.02(k)), (ii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 (other than Section 7.02(k)) and (iii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness of any other Restricted Subsidiary that is also not a Credit Party permitted by this Section 7.02; (h) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business, which ; (i) are overdue for more than sixty Indebtedness in respect of netting services, automatic clearing house arrangements, treasury management services and similar arrangements in the ordinary course of business in each case in connection with deposit and securities account; (60j) daysIndebtedness of the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities constituting earn-out obligations under the Share Purchase Agreement dated June 21, 2013, by and among M&C USA, LLC and the Sellers (as defined therein), as in effect as of the date hereof; (i) unsecured Indebtedness under the 2018 Contingent Promissory Note in an aggregate principal amount not to exceed $10,000,000, (ii) unsecured Indebtedness under the 2019 Contingent Promissory Note in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any one time10,000,000, and (iii) are unsecured Indebtedness under the Guaranty Promissory Note in an aggregate principal amount not being contested in good faith. The terms to exceed $10,000,000 and provisions (iv) Guarantees of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Seller Notes pursuant to the contrarySeller Note Guaranty; (i) Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt and (ii) any Permitted Refinancing thereof; (m) Indebtedness of the Borrowers Credit Parties and their Restricted Subsidiaries consisting of Cash Management Obligations and Unsecured Cash Management Obligations; (n) Indebtedness of the Guarantors will not, Credit Parties and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with their Restricted Subsidiaries consisting of Hedge Obligations incurred in the ordinary course of business and on a non-speculative basis; and (o) other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered not to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance outstanding at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttime.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayEach Loan Party will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Loan Party or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) [reserved]; (f) Indebtedness of the Borrower incurred in connection with the acquisition or lease after the date hereof of any real or personal property by the Borrower or under any Capitalized Leases, which provided that (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate principal amount of such Indebtedness of the Borrower shall not exceed Fifty Million Dollars ($50,000,000) outstanding at any one time, (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed one hundred percent (100%) of the purchase price of such property, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition tothe Administrative Agent, the Borrower, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ holder of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with such other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender entered into an intercreditor agreement in accordance with §15.12 14.15 with respect to the rights of such creditor groups; (g) Indebtedness (i) of CAI under the Senior Revolving Credit Facility (which Indebtedness may be increased and/or otherwise varied in amount from time to time as permitted thereunder), (ii) of the Borrower under the CAI Rail Guaranty, so long as the Indebtedness of the Borrower under the CAI Rail Guaranty is not secured by a Lien on any of the Collateral or a Lien on any of the Capital Stock of the Borrower, and in any event (iii) of CAI or Borrower existing on the same day Restatement Date and listed and described on Schedule 9.1 hereto; (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not independently violate any restriction, basket, limitation or other provision of this §9; (i) Indebtedness of CAI and its Subsidiaries consisting of short-term trade credit extended to CAI or such Subsidiary in the Business Day following ordinary course of such Person’s business in connection with the day acquisition of Equipment; provided that such compliance certificate Indebtedness shall not be in existence for more than 180 days after the occurrence of the transaction giving rise thereto; (j) Indebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness consisting of Investments permitted by §9.3(e); (l) Indebtedness consisting of obligations (contingent or otherwise) of CAI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (m) Indebtedness incurred by a Securitization Entity in connection with a Permitted Securitization; and (n) other Indebtedness at any time, secured or unsecured; provided that (i) in the case of Indebtedness incurred by CAI, the Borrower, or any of their respective Subsidiaries that is received a Loan Party, both before and immediately after any such Indebtedness is incurred, no Default or Event of Default shall have occurred and be continuing; (ii) other than with respect to the CAI Rail Guaranty, neither the Borrower nor any Subsidiary of the Borrower shall be a guarantor, co-borrower or co-obligor with respect to any Indebtedness of CAI or any Subsidiary of CAI (other than the Borrower or any Domestic Subsidiary of the Borrower); (iii) if any Indebtedness incurred by the Borrower or a Domestic Subsidiary of the Borrower (A) is secured and (B) individually or in the aggregate exceeds Thirty Million Dollars ($30,000,000), then the Administrative Agent, the Borrower, the Domestic Subsidiaries of the Borrower, the holder(s) of such Indebtedness and other interested creditors shall have entered into an intercreditor agreement in accordance with §14.15 with respect to the rights of such creditor groups in the Collateral; and (iv) the proceeds of such Indebtedness are used solely for (A) repayments of Revolving Credit Loans pursuant to §3.3, (B) the acquisition of assets and fees, costs and expenses incurred in connection with the acquisition of assets or (C) for the refinancing of any such Indebtedness.

Restrictions on Indebtedness. The Borrowers and Without the Guarantors may, and may permit their respective Subsidiaries toprior written consent of the Agent, create, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable for, contingently or otherwisewith respect to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness (excluding to the Lenders arising under the Loans, the Letter of Credit Outstandings and the other Lender Obligations) which is incurred under a revolving credit facility or line of credit with another financial institution;. (b) Indebtedness which would result on account of Consolidated Current Liabilities (other than for money borrowed) incurred in a Default or Event the normal and ordinary course of Default under §10 hereof or under any other provision of this Credit Agreement;business. (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is thereof shall not at the time be required to be made in accordance with the provisions of §8.9 and has Section 8.3 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time levied thereunder or in respect of uninsured judgments or awards, with respect to which the applicable periods Borrower or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for taking appeals have expired, or with review in a manner satisfactory to the Lenders and in respect to of which final and unappealable judgments or awards a stay of execution shall have been rendered; and obtained pending such appeal or review and for which adequate reserves have been established in accordance with generally accepted accounting principles, and (eiii) Current unsecured liabilities incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business, which . (id) are overdue for more than sixty Indebtedness (60including Capitalized Lease Obligations) days, (ii) in an amount not to exceed $1,000,000 1,000,000.00 in the aggregate at any one timein respect of purchase money security interests under Section 9.2(b) hereof. (e) Indebtedness existing, and (iii) are not being contested or arising pursuant to commitments existing, on the date hereof, all as set forth in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any GuarantorSchedule 5.16, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreementextensions, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event renewals, refundings or refinancings thereof on the same day terms or other terms satisfactory to Required Lenders; provided, however, that neither the Business Day following principal amount thereof nor the day interest rate thereon shall be increased, nor shall the date for the making of any required payment of principal be accelerated nor the amount due on any such compliance certificate is received by the Administrative Agentdate increased.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayCAI will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Subordinated Debt; (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof of any real or personal property by a Borrower or such Subsidiary or under any Capitalized Leases, which providedthat (i) are overdue for more than sixty the aggregate principal amount of such Indebtedness of CAI and its Subsidiaries shall not exceed $25,000,000 outstanding at any one time and (60ii) daysthe principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; (g) Indebtedness existing on the date hereof and listed and described on Schedule9.1 hereto; (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not (i) increase the aggregate amount of such Indebtedness, (ii) exceed $1,000,000 in increase the aggregate at any one timeinterest rate or fees applicable to, and or shorten the weighted average life to maturity of, such Indebtedness, (iii) change, alter or modify the terms of such Indebtedness in any manner which violates either §9.8 hereof or (iv) add to the collateral, if any, securing such Indebtedness in any manner that would violate §9.2; (i) Indebtedness of CAI and its Subsidiaries consisting of short-term trade credit extended to CAI or such Subsidiary in the ordinary course of such Person's business in connection with the acquisition of Containers, Chassis and other equipment; provided that such Indebtedness shall not be in existence for more than 180 days after the occurrence of the transaction giving rise thereto; (j) Indebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness of a Subsidiary of the Borrowers to the Borrowers consisting of Investments permitted by §9.3(e); (l) Indebtedness consisting of obligations (contingent or otherwise) of CAI or any Subsidiary existing or arising under any Swap Contract entered into with any Lender or the Administrative Agent, provided that (i) such obligations are not being contested (or were) entered into by such Person in good faith. The terms and provisions the ordinary course of this §9.1 are business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in addition tothe value of securities issued by such Person, and not in limitation of, for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein non-defaulting party from its obligation to make payments on outstanding transactions to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with defaulting party; and (m) other Indebtedness for borrowed money incurred by in an aggregate principal amount outstanding not to exceed $250,000,000 at any Borrowertime; provided that (i) both before and immediately after any such Indebtedness is incurred, any Guarantor, no Default or Event of Default shall have occurred and any Subsidiary since the date of the most recent compliance certificate delivered be continuing and (ii) such Indebtedness (other than such Indebtedness in an amount not to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 20,000,000 in the aggregate unless aggregate) shall be subject to an Intercreditor Agreement with the Borrowers shall have delivered a compliance certificate lenders in the form respect of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their its respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made(S)7.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awardsonly to the extent, with respect to which for the applicable periods period and for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andan amount not resulting in a Default; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness in respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in (S)8.3(d) or (e); (g) subject to the provisions of (S)9, which Indebtedness of the Borrower and its Subsidiaries; provided that, unless otherwise approved by Agent, no Indebtedness incurred after the Closing Date that is recourse to Borrower shall bear a maturity date that is sooner than 180 days after the Maturity Date; provided further that without the consent of Agent Indebtedness of Borrower entered into in the ordinary course of business that is secured by Real Estate and is recourse to Borrower in an aggregate amount not greater than $30,000,000.00 may mature on a date that is not sooner than 90 days after the Maturity Date; (h) Indebtedness arising under the Interest Rate Contract entered into pursuant to (S)10.16; and (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in unsecured Indebtedness of Subsidiaries of the aggregate Borrower to Borrower provided that repayment of such Indebtedness shall be subordinate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein all times to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date repayment of the most recent compliance certificate delivered Obligations pursuant to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto subordination agreement reasonably satisfactory to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (c) Indebtedness which would result incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease, PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $20,000,000 at any one time; (d) Indebtedness in respect of Interest Rate Agreements so long as such arrangements are in the ordinary course of business and are not for speculative purposes; (e) Indebtedness existing on the date hereof and listed and described on SCHEDULE 9.1 to the Disclosure Letter; (f) Indebtedness of a Guarantor to the Borrower so long as such Guarantor remains a Domestic Subsidiary of the Borrower and a Guarantor hereunder and Indebtedness of the Borrower to any Subsidiary so long as such Indebtedness is subordinated to the payment in full in cash of all the Obligations hereunder on terms acceptable to the Administrative Agent; (g) Indebtedness of one Guarantor to another Guarantor so long as each such Person remains a Domestic Subsidiary of the Borrower and a Guarantor hereunder; (h) Indebtedness of (i) any Foreign Subsidiary to the Borrower or a Guarantor (other than Indebtedness provided for pursuant to this ss.9.1(h)(iv)) PROVIDED that (1) the aggregate principal amount of all Indebtedness of all Foreign Subsidiaries incurred on or after the Closing Date pursuant to this ss.9.1(h)(i) PLUS the aggregate amount of all Investments made on or after the Closing Date pursuant to ss.9.3(g) hereunder shall not exceed $17,500,000 in any fiscal quarter and shall not exceed $80,000,000 at any time; (2) no Default or Event of Default under §10 hereof has occurred and is continuing or under would exist as a result of the incurrence of such Indebtedness; (3) the Borrower has demonstrated to the satisfaction of the Administrative Agent that the Minimum Cash, both before and after giving effect to the incurrence of such Indebtedness is not less that $75,000,000; and (4) such Indebtedness is in the form of an intercompany loan, which intercompany loan is evidenced by a demand promissory note which has been pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders (and has been properly endorsed and delivered to the Administrative Agent); (ii) any Foreign Subsidiary to any other provision Foreign Subsidiary arising from the license of this Credit Agreementany intellectual property or cost sharing arrangements with respect to research and development costs of a Foreign Subsidiary; (iii) Foreign Subsidiary to Peregrine Systems Global Ltd. resulting solely from a transfer from Peregrine Systems Global Ltd. of funds received by Peregrine Systems Global Ltd. from the Borrower pursuant to ss.9.1(h)(i) above in -56- the like form received; and (iv) any Foreign Subsidiary to the Borrower or a Guarantor arising from the license of any intellectual property or cost sharing arrangements with respect to research and development costs between the Borrower and such Foreign Subsidiary and only so long as such Indebtedness is solely in the form of a book entry transfer and not a cash transfer from the Borrower to such Foreign Subsidiary; (ci) An Indebtedness consisting of the sale by the Borrower or any of its Subsidiaries of its Accounts Receivable and other rights to receive payments pursuant to a nonrecourse purchase facility existing on the Closing Date (the "RECEIVABLES TRANSACTION"), together with any obligation of the Borrower or such Subsidiary to pay any fees in connection therewith and, to the extent a Subsidiary is the seller of such Accounts Receivable, the obligation of the Borrower under the Warranty Guaranty, so long as the aggregate amount of all such Indebtedness does not exceed in excess any fiscal quarter forty percent (40%) of the Borrower's and its Subsidiaries' gross quarterly Accounts Receivable for such fiscal quarter ; (j) Indebtedness consisting of letters of credit issued for the benefit of any landlord or other Person to secure rental payments on any Real Estate lease in an aggregate principal amount of not more than $1,000,000 2,000,000; (k) other unsecured Indebtedness of the Borrower or any Subsidiary incurred in the ordinary course of business in an aggregate amount not to exceed $10,000,000 at any time; (l) the Subordinated Debt; (m) Indebtedness incurred to extend, refinance, replace or renew Indebtedness which is otherwise permitted herein, provided that the principal amount of any such Indebtedness shall not be increased above the amount of the Indebtedness being extended, refinanced, replaced or renewed and any collateral security in respect thereof shall not be changed (or increased) (but any lien or encumbrance on such collateral may be released or discharged) as a result of or in connection with such extension, refinancing, replacement or renewal; (n) any Indebtedness which constitutes a Restricted Payment so long as such Restricted Payment is permitted to be made pursuant to ss.9.4 hereof; (o) Indebtedness of any Person existing at the time such Person is merged with or into the Borrower or becomes a Subsidiary as permitted pursuant to ss.9.5.1., provided that (i) such Indebtedness is not incurred in connection with, or in contemplation of, such Person merging with and into the Borrower or becoming a Subsidiary of the Borrower; and (ii) the aggregate principal amount of all such Indebtedness does not exceed $15,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely madetime; (dp) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, Indebtedness with respect to which the applicable periods for taking appeals have expiredsurety, appeal, indemnity, performance or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities other similar bonds incurred in the ordinary course of business, consistent with past practices; and (q) Indebtedness consisting of the Cash Management Guarantees and other Indebtedness of the Cash Management Foreign Subsidiaries to Bank of America, N.A. arising pursuant to the Foreign Subsidiary Cash Management Arrangement, PROVIDED, that the aggregate principal amount of all Indebtedness owing pursuant to this ss.9.1(q) which (i) are overdue for more than sixty (60) daysis at any time in excess of the aggregate balance of amounts on deposit by such Cash Management Foreign Subsidiaries with Bank of America, (ii) N.A. in the accounts subject to the Cash Management Lien may not exceed $1,000,000 in the aggregate 5,000,000 at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness or Rental Obligations other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result of the Borrower incurred in a Default connection with (i) any Capitalized Lease or Event any acquisition after the date hereof of Default under §10 hereof personal or under tangible property by the Borrower or the refinancing thereof and (ii) the Net Present Value of Operating Leases; provided that the principal amount of such Indebtedness shall not exceed in any other provision case 90% of this Credit Agreementthe cost, to the Borrower, of the personal or tangible property so acquired, and provided, further, that the aggregate principal amount of such Indebtedness outstanding shall not exceed $25,000,000 at any time; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions Notes not exceeding the aggregate principal amount of §8.9 and has not been timely made$80,000,000; (d) An Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto, and Indebtedness incurred pursuant to the refinancing of such Indebtedness provided that such refinancing Indebtedness (i) is in an aggregate principal amount in excess no greater than that portion of $1,000,000 at the Indebtedness listed on Schedule 9.1 hereto so refinanced, (ii) has a final scheduled maturity no earlier than the final scheduled maturity of the Indebtedness refinanced, (iii) shall not be secured by any one time in respect of uninsured judgments lien or awardsany assets that did not secure the Indebtedness refinanced, with respect and (iv) shall be otherwise subject to which terms and conditions reasonably satisfactory to the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andCo-Agents; (e) Current unsecured liabilities incurred in Indebtedness of a Subsidiary Guarantor of the ordinary course Borrower to the Borrower or another Subsidiary Guarantor, provided, however that such Indebtedness to any Subsidiary Guarantor shall not exceed the amount required to pay Maintenance Expenses of businesssuch Subsidiary Guarantor, which and provided, further that the amount of Indebtedness permitted by this clause (ie) are overdue for more than sixty (60) days, (ii) shall not exceed $1,000,000 2,000,000 in the aggregate outstanding at any one time, ; (f) Indebtedness with respect to surety bonds and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date obligations of the most recent compliance certificate delivered to the Administrative Agent type described in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.(S)9.2

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, createCreate, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable for, contingently or otherwisewith respect to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Agent under a revolving credit facility or line of credit with another financial institution;this Agreement, the Term Loan Notes, the Revolving Credit Notes, the other Lender Agreements. (b) Indebtedness (i) described on Schedule 5.16 hereto and (ii) any renewals, extensions and refundings thereof which would result do not increase the amount thereof, extend the weighted average maturity of any thereof by more than 25%, provide any collateral in excess of collateral currently securing such Indebtedness (after giving effect to any existing after-acquired property clause) or grant, modify or amend any rights, remedies or interests of the holders thereof in a Default manner materially adverse to the interests of the Agent or Event of Default under §10 hereof or under any other provision of this Credit Agreement;the Lenders. (c) An The Senior Subordinated Notes and the subordinated guaranties of the Restricted Subsidiaries with respect thereto. (d) The Series A Exchangeable Preferred Stock and the Series B Preferred Stock. (e) Subordinated Indebtedness incurred to the sellers of assets or stock in connection with Permitted Acquisitions, provided that such Indebtedness is unsecured, has a cash interest rate of not greater than 12% per annum, has no scheduled amortization until after payment in full of all Lender Obligations and is subordinated to the prior payment in full in cash of all Lender Obligations on terms and conditions approved in writing by the Agent. (i) Real Estate Guaranties; provided that the sum of Real Estate Guaranties and Direct Unrestricted Subsidiary Investments shall not exceed $25,000,000 at any time; (ii) (A) Capitalized Lease Obligations and (B) Indebtedness of the Borrowers to purchase tangible assets to be used in the Borrower's operations in an amount not to exceed 100% of the purchase price of such assets, which Indebtedness may be secured by the assets so purchased but by no other assets; provided, however, that the aggregate amount under clauses (A) and (B) of this Section 9.1(f)(ii) shall not exceed $50,000,000; (iii) Indebtedness of Persons that become Restricted Subsidiaries in excess connection with Permitted Acquisitions and not incurred in anticipation of such Permitted Acquisitions in an aggregate amount not to exceed $1,000,000 50,000,000; and (iv) Other unsecured Indebtedness in an amount not to exceed $25,000,000; provided, however, that the total amount of all Indebtedness outstanding at any one time under this clause (f) shall not exceed $100,000,000. (g) Indebtedness consisting of indemnification and price adjustment obligations incurred in connection with Permitted Acquisitions. (h) Indebtedness on account of consolidated current liabilities (other than for money borrowed) incurred in the normal and ordinary course of business. (i) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is thereof shall not at the time be required to be made in accordance with the provisions of §8.9 and has Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time levied thereunder or in respect of uninsured judgments which American Ski or awards, with the Restricted Subsidiary subject to such judgment or award shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner satisfactory to the Agent and in respect to of which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards a stay of execution shall have been rendered; and obtained pending such appeal or review and for which adequate reserves have been established in accordance with generally accepted accounting principles and (eiii) Current unsecured liabilities incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (j) Indebtedness consisting of intercompany loans among American Ski and its Restricted Subsidiaries evidencing intercompany obligations with respect to the Revolving Credit Advances hereunder, which (i) are overdue for more than sixty (60) days, (ii) and other intercompany loans among American Ski and its Restricted Subsidiaries provided that the aggregate outstanding principal amount of all such other intercompany loans shall not exceed $1,000,000 in the aggregate at any one time, 5,000,000 and (iii) are not being contested in good faith. The terms no such loan shall be evidenced by a promissory note or other instrument unless such note has been pledged and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent as security for the Lender Obligations on terms and conditions acceptable to the Agent. (k) Indebtedness of American Ski and its Restricted Subsidiaries under Interest Rate Protection Agreements entered into to protect American Ski and its Restricted Subsidiaries against fluctuations in accordance with this Credit Agreement, exceeds $5,000,000 interest rates so long as management of American Ski and its Restricted Subsidiaries has determined that the entering into of such Interest Rate Protection Agreements are bona fide hedging activities. (l) Payment and performance bonds entered into in the aggregate unless the Borrowers shall have delivered a compliance certificate ordinary course of business in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery support of the certificate activities of American Ski and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentits Restricted Subsidiaries.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, Company will not create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to Medtronic arising under this Note or otherwise; b) existing debt and lease financing facilities of the Company listed on SCHEDULE 5.2(b) attached hereto in an amount not exceeding the maximum amounts set forth on such Schedule and all renewals and refinancings thereof, or liabilities incurred in the ordinary course of business not incurred through (excluding A) the Obligationsborrowing of money, or (B) which is incurred under a revolving credit facility or line the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with another financial institutionnormal purchases of goods and services; (bc) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for not yet due or which payment therefor is are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, if such reserve or other appropriate provision, if any, as shall be required to be by generally accepted accounting principles shall have been made in accordance with the provisions of §8.9 and has not been timely madetherefor; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which (i; or g) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property in the ordinary course of business by the Company which is secured by a security interest in the acquired real or personal property, PROVIDED that the aggregate principal amount of such Indebtedness of the Company shall not exceed the aggregate amount of $2,500,000 at any one time, and (iii. h) are not being contested Indebtedness incurred in good faith. The terms and provisions connection with the lease of this §9.1 are in addition to, and not in limitation of, real property at market rates for the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 Company's facilities in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form ordinary course of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentbusiness.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease or Synthetic Lease, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $5,000,000 at any one time; (d) Indebtedness existing on the date hereof and listed and described on Schedule 8.1 hereto and any renewals, extensions and refinancings thereof so long as any such renewal, extension or refinancing (i) does not increase the principal amount of such Indebtedness; (ii) does not increase the rate of interest thereon; (iii) does not shorten the maturity of any such Indebtedness; and (iv) does not impose any terms, conditions, covenants or defaults which are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein more onerous to the contraryBorrower than the terms of the Indebtedness being renewed, extended or refinanced; (e) Subordinated Debt evidenced by the Borrowers and Subordinated Debt Documents in an aggregate principal amount of not more than $200,000,000; (f) Indebtedness of a Subsidiary of the Guarantors will not, and will not permit Borrower to any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Person other than the Borrower, provided that the aggregate principal amount of all such Indebtedness under this (S)8.1(f) does not exceed $15,000,000 outstanding at any Guarantor, and time; (g) Indebtedness of Varian Japan to any Subsidiary since Person other than the date Borrower arising out of the most recent compliance certificate delivered sale by Varian Japan to such Person of accounts for money due or to become due or other receivables of Varian Japan or any similar transaction, provided that the aggregate principal amount of all such Indebtedness under this (S)8.1(g) does not exceed $20,000,000 outstanding at any time; (h) Indebtedness of the Borrower in an aggregate amount of not more than $20,000,000 evidencing the Borrower's commitment to make an Investment in First Silicon located in Sarawak, Malaysia; (i) Indebtedness of a Subsidiary of the Borrower to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in Borrower provided (i) no Default or Event of Default has occurred and is continuing hereunder or would exist as a result thereof; (ii) such Indebtedness is not outstanding after the aggregate unless first anniversary of the Borrowers shall have delivered a compliance certificate Closing Date hereunder; (iii) such Indebtedness is in the form of Exhibit D-4 hereto intercompany loans evidenced by a written promissory note, with a maturity of not longer than 120 days from the date such Indebtedness is incurred; (iv) for a period of thirty (30) consecutive days in the twelve months following the Closing Date, there are no outstanding amounts owing from any Subsidiary to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered Borrower under this Credit Agreement to be delivered to each Lender in accordance with §15.12 (S)8.1(i); and in (v) the aggregate principal amount of all such Indebtedness under this (S)8.1(i) does not exceed $5,000,000 outstanding at any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.time;

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, No Obligor will create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding arising under any of the Obligations) which is incurred Operative Documents or under a revolving credit facility or line of credit with another financial institutionthe Credit Agreement; (b) Indebtedness which would result current liabilities of any Obligor incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 5.6; (d) An aggregate amount Indebtedness in respect of judgments or awards not in excess of $1,000,000 at any one time 2,000,000.00 in the aggregate that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of uninsured judgments or awards, with respect to which the applicable periods Obligor shall at the time in good faith be prosecuting an appeal or proceedings for taking appeals have expired, or with review and in respect to of which final and unappealable judgments or awards a stay of execution shall have been rendered; andobtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) the Intercompany Loans; (g) Indebtedness incurred for the construction of the new distribution and office center for the Obligors, the terms of which Indebtedness are approved by the Agent in its discretion, which approval shall not be unreasonably withheld; (h) Indebtedness existing on the date of this Master Agreement and listed and described on Schedule 5.10 hereto; (i) are overdue for more Indebtedness arising under Capitalized Leases; and (j) other Indebtedness in an aggregate amount not to exceed ten percent (10%) of the Consolidated Total Assets of the Obligor (other than sixty (60those properly classified as intangible assets under Generally Accepted Accounting Principles) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, No Borrower shall create, incur, assume, guarantee assume or be or remain liable for, contingently or otherwise, suffer to exist any Indebtedness other than: (a) Indebtedness existing on the Closing Date and set forth on Schedule 7.01, including any renewals, extensions, refinancings and replacements thereof so long as the principal amount thereof (excluding plus all accrued interest on such Indebtedness and the Obligationsamount of all fees and expenses, including premiums, incurred in connection therewith, the amount of which may be included in the principal amount of any refinancing) which is incurred under a revolving credit facility or line of credit with another financial institutionnot increased; (b) Indebtedness which would result incurrence of guaranty, suretyship or indemnification obligations in a Default or Event connection with the Borrowers’ performance of Default under §10 hereof or under any other provision services for their respective customers in the ordinary course of this Credit Agreementtheir businesses; (c) An aggregate amount in excess Indebtedness of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required Borrower to be made in accordance with the provisions of §8.9 and has not been timely madeanother Borrower; (d) An aggregate amount Indebtedness of the Borrowers incurred in excess connection with the acquisition or lease of $1,000,000 at any one time in respect of uninsured judgments equipment or awardsother property by the Borrowers under any Synthetic Lease, with respect to which the applicable periods for taking appeals have expired, Capital Lease or with respect to which final and unappealable judgments other lease arrangement or awards have been rendered; andpurchase money financing; (e) Current unsecured liabilities incurred Indebtedness of the Borrowers with respect to bonds for closure and post-closure obligations relating to any landfill owned or operated by the Borrowers; (f) Indebtedness of the Borrowers in respect of Swap Contracts (including Fuel Derivatives Obligations) entered into in the ordinary course of businessbusiness and not for speculative purposes; (g) Indebtedness of the Borrowers with respect to letters of credit of Persons acquired by the Borrowers; provided, which that such letters of credit shall be retired immediately or replaced by Letters of Credit under this Agreement as soon as possible but in any event not later than one hundred twenty (120) days after the closing of any such acquisition; (h) Indebtedness of the Borrowers in respect of IRBs; provided, that (a) such Indebtedness may be secured only to the extent such IRBs are L/C Supported IRBs and (b) after taking into account all Indebtedness incurred pursuant to this clause (h), the Borrowers on a consolidated basis shall be in pro forma compliance with each of the financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Indebtedness (with such amounts adjusted as if such Indebtedness was incurred on the first day of the applicable Pro Forma Reference Period)). (i) are overdue for more other secured Indebtedness (other than sixty (60) daysas permitted under other subsections hereof), (ii) exceed not in excess of $1,000,000 20,000,000 in the aggregate at any one timetime outstanding; and (j) other unsecured Indebtedness; provided, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition tothat, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery incurrence thereof, the Borrowers shall be in pro forma compliance with each of the certificate financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and on a pro-forma basis Consolidated Total Funded Debt as of the date of, and after giving effect to to, such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance Indebtedness (with §15.12 and in any event such amounts adjusted as if such Indebtedness was incurred on the same first day or of the Business Day following the day such compliance certificate is received by the Administrative Agentapplicable Pro Forma Reference Period)).

Restrictions on Indebtedness. The Parent and each of the Borrowers will not, and the Guarantors may, and may Parent will not permit their respective any of its other Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result of the Borrowers or the Parent or their Subsidiaries in a Default respect of current liabilities incurred in the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made(S)8.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Person shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness existing on the Closing Date of this Agreement and listed and described on Schedule 9.1 hereto and Indebtedness issued to refinance or replace such Indebtedness, which provided that (i) are overdue for more than sixty (60) daysthe obligor on the Indebtedness so refinanced or replaced is the obligor on such refinancing or replacement Indebtedness, (ii) exceed $1,000,000 in the aggregate at any one timeamount of such refinancing or replacement Indebtedness plus the amount of Indebtedness listed on Schedule 9.1 which is still outstanding does not exceed the aggregate principal amount of the Indebtedness set forth on Schedule 9.1 hereto (such principal amount to include commitments under revolving credit facilities), and (iii) are not being contested in good faith. The such refinancing or replacement Indebtedness has a final maturity date no earlier than December 1, 2002, (iv) such Indebtedness is on terms and provisions conditions (including, without limitation, terms relating to interest rate, covenants, defaults, mandatory prepayments and the ability of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein such Subsidiary to make dividends or loans to the contraryParent or the Borrowers) not materially more onerous to the Borrower or such Subsidiary than the Indebtedness set forth on Schedule 9.1 hereto, the Borrowers and the Guarantors will not(v) if secured, and will such Indebtedness is not permit secured by liens on any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date assets of the most recent compliance certificate delivered Borrower or such Subsidiary which were not previously subject to liens securing the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate Indebtedness set forth on Schedule 9.1 hereto; and on a pro-forma basis (vi) after giving effect to the incurrence of such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any refinancing or replacement Indebtedness no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance certificate delivered under this Credit Agreement to be delivered to each Lender with the borrowing limitations set forth in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.(S)2.1;

Restrictions on Indebtedness. The Borrowers and Company will not permit any Operating Subsidiary of the Guarantors may, and may permit their respective Subsidiaries to, Company to create, incur, assume, guarantee or be or remain liable forwith respect to, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness (excluding of Operating Subsidiaries of the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionCompany; (b) Indebtedness which would result of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in a the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default under §10 hereof has occurred and is continuing at the time of the incurrence of such additional Indebtedness or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely madewould result after giving effect thereto; (d) An Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount in excess of $1,000,000 10,000,000 at any one time time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of uninsured judgments or awardsInterest Hedging Agreements in an aggregate amount not to exceed, with respect in the case of Interest Hedging Agreements to which neither the applicable periods for taking appeals have expiredAgent nor any Bank is a party, or with respect to which final and unappealable judgments or awards have been rendered$75,000,000 outstanding at any time; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) other Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate 25,000,000 outstanding at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, No Borrower will create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: a. Indebtedness to the Bank arising under any of the Loan Documents; b. current liabilities of such Borrower incurred in the ordinary course of business and not incurred through (ai) Indebtedness the borrowing of money or (excluding ii) the Obligations) which is incurred under a revolving credit facility or line obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with another financial institutionnormal purchases of goods and services; (b) c. Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeREF 8.07; (d) An aggregate amount in excess of $1,000,000 at any one time d. Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained and be in effect pending such appeal or review; (e) Current unsecured liabilities e. endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; f. loans from shareholders of CompuDyne, which (i) to the extent the same are overdue for more than sixty (60) dayssubordinated to the Obligations pursuant to the Subordination Agreement, (ii) exceed $1,000,000 and other Subordinated Debt; g. Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrowers shall not exceed the aggregate amount of $100,000 at any one time, ; h. Indebtedness existing on the date hereof and (iii) are not being contested in good faith. The terms listed and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any described on Schedule 9.01 hereto; and i. contingent Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, Borrower in connection with the execution of any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day one or the Business Day following the day such compliance certificate is received by the Administrative Agentmore Surety Agreements.

Restrictions on Indebtedness. The Borrowers and Company will not permit any Operating Subsidiary of the Guarantors may, and may permit their respective Subsidiaries to, Company to create, incur, assume, guarantee or be or remain liable forwith respect to, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness (excluding of Operating Subsidiaries of the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionCompany; (b) Indebtedness which would result of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness of Foreign Subsidiaries guaranteed by the Company or any Hasbro Company shall not exceed the aggregate amount of the Foreign Scheduled Facilities; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in a the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default under §10 has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Subsidiary or under any other provision Capitalized Lease, provided that the aggregate principal amount of this such Indebtedness of such Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents and the "Loan Documents" as such term is defined in the Revolving Credit Agreement; (cf) An aggregate amount sales of receivables in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance connection with the provisions of §8.9 and has not been timely madeasset dispositions permitted under 10.5.2; (dg) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which other Indebtedness existing on the applicable periods for taking appeals have expired, or with respect to which final date hereof and unappealable judgments or awards have been rendereddescribed on Schedule 10.1 hereto; and (eh) Current unsecured liabilities incurred other Indebtedness in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) an aggregate principal amount not to exceed $1,000,000 in the aggregate 25,000,000 outstanding at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and Company will not permit any of its Subsidiaries (other than the Guarantors may, and may permit their respective Subsidiaries to, Guarantor) to create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness Indebtedness, or to become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any Indebtedness, in each case, of any other Person other than the Company or any of its Subsidiaries, other than: (a) Indebtedness listed in Schedule 8.1(a), any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Effective Date; provided that (excluding i) if such Indebtedness is an extension, renewal or refinancing of existing Indebtedness, the Obligationsterms and conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the original Indebtedness, and (ii) which in no event shall the aggregate outstanding principal amount of Indebtedness permitted by this Section 8.1(a) exceed the aggregate principal amount of the Indebtedness listed on Schedule 8.1 (a) that is incurred under a revolving credit facility or line of credit with another financial institution;outstanding on the Effective Date (plus transaction costs, including premiums and fees, related thereto); and (b) other Indebtedness; provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Indebtedness which would result in a Default or Event permitted under this Section 8.1(b), plus (ii) the aggregate outstanding principal amount of Default secured Indebtedness of the Company and its Subsidiaries permitted under §10 hereof or under any other provision subsections (k), (l) and (m) of this Credit Agreement; the definition of “Permitted Liens”, plus (ciii) An the aggregate amount in excess of $1,000,000 at any one time in Indebtedness with respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made outstanding Permitted Receivables Transactions (determined in accordance with the provisions proviso to the definition of §8.9 and has “Indebtedness”), shall not been timely made; (d) An aggregate amount in excess exceed 15% of $1,000,000 Consolidated Tangible Assets at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may nor will it permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Bank arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness in respect of Interest Rate Agreements; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized or Synthetic Leases, provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $250,000 at any one time; (e) Non-Recourse Debt incurred after the Closing Date so long as prior to incurring such Indebtedness the Borrower has provided the Bank with evidence of compliance with the financial covenants set forth in §10 hereof both before and (on a pro forma basis, based on the most recent financial statements delivered to the Bank before the incurrence of such Indebtedness) after giving effect to incurring such Indebtedness; (f) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto and any refinancings, refundings, renewals or extensions thereof, provided, with respect to each such refinancing, refunding, renewal or extension, that the maximum aggregate principal amount of each such Indebtedness does not exceed the maximum principal amount of the refinanced, refunded, renewed or extended Indebtedness, is used for similar business purposes, and is not subject to restrictions on Distribution that are more restrictive than those to which the refinanced, refunded, renewed or extended Indebtedness was subject; (ig) are overdue for more than sixty unsecured Indebtedness of the Borrower consisting of guaranties of Indebtedness incurred by its Subsidiaries permitted under §§9.1(d) and (60f); (h) days, (ii) unsecured Indebtedness of the Borrower to its Subsidiaries not to exceed $1,000,000 500,000 in the aggregate at any time; (i) unsecured Indebtedness of the Borrower to Culbro in the form of a one timetime loan from Culbro to the Borrower in an amount not to exceed $5,000,000; (j) Subordinated Debt; (k) unsecured Indebtedness of the Borrower consisting of guaranties of Indebtedness incurred by its Subsidiaries permitted under §9.1(e) but only on terms and conditions reasonably satisfactory to the Bank; and (i) unsecured Indebtedness of Imperial to the Borrower, (ii) unsecured Indebtedness of Subsidiary Guarantors (other than Imperial) to the Borrower not to exceed $1,000,000 to any individual Subsidiary Guarantor at any time and $5,000,000 to all such Subsidiary Guarantors in the aggregate at any time and (iii) are not being contested in good faith. The terms and provisions other unsecured Indebtedness of this §9.1 are in addition to, and not in limitation of, Subsidiaries of the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Borrower (other than Subsidiary Guarantors) to the contrary, the Borrowers and the Guarantors will not, and will Borrower not permit to exceed $1,000,000 to any individual Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Borrower at any time and $2,000,000 to all such Subsidiaries of the Administrative Agent Borrower in accordance with this Credit Agreement, exceeds the aggregate any time; provided that the amount of such Indebtedness outstanding at any time under clauses (ii) and (iii) hereof shall not exceed $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttime.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries toCredit Parties will not incur, create, incur, assume, guarantee or be or remain in any way become liable for, contingently or otherwisepermit to exist, any Indebtedness other than: (a) Indebtedness (excluding pursuant to the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionNote Documents; (b) Indebtedness which would result Senior Bank Debt; provided, however, that in no event shall the aggregate outstanding principal amount of the Senior Bank Debt under this clause (b) (including the face amount of all letters of credit and other contingent obligations (whether issued or guaranteed by the holder of the Senior Indebtedness) from time to time outstanding in connection therewith) at any time exceed the sum of (i) $250,000,000 plus (ii) an amount, not to exceed $25,000,000, equal to the amount of any extensions of credit (including letters of credit) under the Senior Loan Documents so long as on the date of such extension of credit the Total Leverage Ratio (as defined in the Senior Loan Agreement as in effect on the date hereof), is less than 3.75:1.00 (calculated on a Default or Event pro forma basis to give effect to each extension of Default credit under §10 hereof or under any other provision of this Credit Agreementthe Senior Loan Documents to occur on such date); (c) An aggregate amount in excess Other Senior Indebtedness (including without limitation Senior Bank Debt) if on the date of $1,000,000 at any one time in respect incurrence thereof and immediately after giving pro forma effect thereto and the use of taxesthe proceeds thereof, assessmentsthe Senior Leverage Ratio is less than 1.75:1.00; provided that, governmental charges or levies and claims for laborprior to the incurrence thereof, materials and supplies for which payment therefor the Purchasers shall have received an Officer's Certificate of the Issuer stating that such Other Senior Indebtedness is required permitted to be made in accordance with the provisions of §8.9 and has not been timely madeincurred under this Section 9.1(c); (d) An Indebtedness of the Credit Parties existing on the Closing Date, as set forth on Schedule 4.9A attached hereto (excluding the Senior Indebtedness) but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (e) Indebtedness secured by Liens permitted by any of subsections (a) through (d), inclusive, of Section 9.2; (i) Indebtedness of the Issuer evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 8.12 so long as the aggregate amount outstanding at any time shall not exceed $4,000,000 and (ii) Capitalized Lease Obligations of Subsidiaries of the Issuer assumed in excess connection with Permitted Acquisitions and incurred in accordance with Section 8.12, so long as such Capitalized Lease Obligations were not incurred in anticipation or contemplation of $1,000,000 such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Issuer to effect such Permitted Acquisition; (g) Indebtedness of the Issuer under any Interest Rate Protection or Other Hedging Agreement to the extent such is entered into to satisfy the requirements of Section 7.11 of the Senior Loan Agreement (as in effect on the date hereof) and such other non-speculative Interest Rate Protection or other Hedging Agreements which may be entered into from time to time by the Issuer and which the Issuer in good faith believes will provide protection against fluctuations in interest rates with respect to floating rate Indebtedness then outstanding, and permitted to remain outstanding, pursuant to the other provisions of this Section 9.1; (h) Indebtedness of the Issuer and its Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.10; provided that the aggregate amount of Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (h) at any one time shall not exceed $10,000,000 (so long as the amount of Capitalized Lease Obligations incurred in respect any one fiscal year of uninsured judgments or awards, the Parent does not exceed the amount of Capital Expenditures (other than Permitted Acquisitions) the Issuer and its Subsidiaries is permitted to incur during such fiscal year in accordance with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andSection 9.10); (ei) Current unsecured liabilities incurred Indebtedness constituting Intercompany Loans to the extent permitted by Section 9.7(b)(x); (j) guaranties by the Issuer or any of its Subsidiaries of leases entered into in the ordinary course of business, which business by any Subsidiary of the Issuer; and (ik) are overdue for more than sixty additional Indebtedness (60including without limitation Senior Bank Debt) days, (ii) in an aggregate principal amount at any time outstanding not to exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent25,000,000.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Bank arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease entered into after the date hereof, which provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $1,000,000 at any one time; (d) Indebtedness existing on the date hereof and listed and described on Schedule 8.1 hereto and any extension, renewal, refunding or refinancing of such Indebtedness that does not increase the principal amount of such Indebtedness outstanding on the date hereof; (e) Indebtedness of a Guarantor to the Borrower or any other Guarantor or of the Borrower to any Guarantor; (f) Indebtedness of the Borrower or any of its Subsidiaries in respect of derivative contracts entered into in the ordinary course of business and not for speculative purposes; (g) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof pursuant to a Permitted Acquisition so long as (i) such Indebtedness existed at the time of such Permitted Acquisition and was not created in anticipation thereof and (ii) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this Section 8.1(g) does not exceed $1,000,000 at any one time outstanding; (h) Indebtedness of the Borrower arising as a result of the Borrower's reduction of the number of stock options of an employee at the time of such employee's exercise of its stock options pursuant to any Stock Option Plan and the Borrower's agreement to subsequently pay the employee's taxes resulting from such exercise provided that such tax payments are not overdue for more than sixty thirty (6030) days; (i) Indebtedness of the Borrower or any of its Subsidiaries arising from such Person's guaranty of lease payments of a Foreign Subsidiary provided that such guaranty is made in the ordinary course of business consistent with past practices (or with respect to Foreign Subsidiaries acquired or created after the Closing Date, consistent with the Borrower's foreign operations as of the Closing Date); (iij) unsecured guaranties or other contingent obligations or commitments of the Borrower or any of the Guarantors as set forth in clause (k) of the definition of the term "Indebtedness" in respect of Indebtedness of the Borrower or any of the Guarantors to the extent such Indebtedness is otherwise permitted under this Section 8.1; and (k) additional Indebtedness (whether similar or dissimilar to other Indebtedness in this Section 8.1) of the Borrower or any Subsidiary (excluding Inactive Subsidiaries) in an aggregate principal amount not to exceed $1,000,000 in the aggregate 2,000,000 at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries toCredit Parties will not incur, create, incur, assume, guarantee or be or remain in any way become liable for, contingently or otherwisepermit to exist, any Indebtedness other than: (a) Indebtedness (excluding pursuant to the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionNote Documents; (b) Indebtedness which would result Senior Bank Debt; provided, however, that in no event shall the aggregate outstanding principal amount of the Senior Bank Debt under this clause (b) (including the face amount of all letters of credit and other contingent obligations (whether issued or guaranteed by the holder of the Senior Indebtedness) from time to time outstanding in connection therewith) at any time exceed the sum of (i) $250,000,000 plus (ii) an amount, not to exceed $25,000,000, equal to the amount of any extensions of credit (including letters of credit) under the Senior Loan Documents so long as on the date of such extension of credit the Total Leverage Ratio (as defined in the Senior Loan Agreement as in effect on the date hereof), is less than 3.75:1.00 (calculated on a Default or Event pro forma basis to give effect to each extension of Default credit under §10 hereof or under any other provision of this Credit Agreementthe Senior Loan Documents to occur on such date); (c) An aggregate amount in excess Other Senior Indebtedness (including without limitation Senior Bank Debt) if on the date of $1,000,000 at any one time in respect incurrence thereof and immediately after giving pro forma effect thereto and the use of taxesthe proceeds thereof, assessmentsthe Senior Leverage Ratio is less than 1.75:1.00; provided that, governmental charges or levies and claims for laborprior to the incurrence thereof, materials and supplies for which payment therefor the Purchasers shall have received an Officer's Certificate of the Issuer stating that such Other Senior Indebtedness is required permitted to be made in accordance with the provisions of §8.9 and has not been timely madeincurred under this Section 9.1(c); (d) An Indebtedness of the Credit Parties existing on the Closing Date, as set forth on Schedule 4.9A attached hereto (excluding the Senior Indebtedness) but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (e) Indebtedness secured by Liens permitted by any of subsections (a) through (d), inclusive, of Section 9.2; (i) Indebtedness of the Issuer evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 8.12 so long as the aggregate amount outstanding at any time shall not exceed $4,000,000 and (ii) Capitalized Lease Obligations of Subsidiaries of the Issuer assumed in excess connection with Permitted Acquisitions and incurred in accordance with Section 8.12, so long as such Capitalized Lease Obligations were not incurred in anticipation or contemplation of $1,000,000 such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Issuer to effect such Permitted Acquisition; (g) Indebtedness of the Issuer under any Interest Rate Protection or Other Hedging Agreement to the extent such is entered into to satisfy the requirements of Section 7.11 of the Senior Loan Agreement (as in effect on the date hereof) and such other non-speculative Interest Rate Protection or other Hedging Agreements which may be entered into from time to time by the Issuer and which the Issuer in good faith believes will provide protection against fluctuations in interest rates with respect to floating rate Indebtedness then outstanding, and permitted to remain outstanding, pursuant to the other provisions of this Section 9.1; (h) Indebtedness of the Issuer and its Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.10; provided that the aggregate amount of Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (h) at any one time shall not exceed $10,000,000 (so long as the amount of Capitalized Lease Obligations incurred in respect any one fiscal year of uninsured judgments or awards, the Parent does not exceed the amount of Capital Expenditures (other than Permitted Acquisitions) the Issuer and its Subsidiaries is permitted to incur during such fiscal year in accordance with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andSection 9.10); (ei) Current unsecured liabilities incurred Indebtedness constituting Intercompany Loans to the extent permitted by Section 9.7(b)(x); (j) guaranties by the Issuer or any of its Subsidiaries of leases entered into in the ordinary course of businessbusiness by any Subsidiary of the Issuer; and (k) additional Indebtedness (including without limitation Senior Bank Debt) in an aggregate principal amount at any time outstanding not to exceed $25,000,000. Notwithstanding the foregoing, which (i) are overdue for more no Credit Party will create or incur any Indebtedness which, under the terms of the documentation pursuant to which such Indebtedness is created or incurred, is subordinated in right of payment to any other Indebtedness of the Credit Parties (other than sixty (60) daysthe Senior Indebtedness), unless such Indebtedness is also subordinated in right of payment, in the same manner and to the same extent, to the Obligations, and (ii) exceed $1,000,000 in the aggregate at any one timeno Credit Party shall have outstanding, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, create or incur any Indebtedness for borrowed money which, together with owing to any other Credit Party or any Affiliate or employee of any Credit Party unless such Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered is expressly subordinated to the Administrative Agent Notes and other Obligations in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto manner and on terms satisfactory to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentRequired Purchasers.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Subordinated Debt; (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Leases, which provided that (i) are overdue for more than sixty the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries (60exclusive of the aggregate principal amount of Nonrecourse Loans) daysshall not exceed $25,000,000 outstanding at any one time and (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; (g) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; and (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not (i) increase the aggregate amount of such Indebtedness, (ii) exceed $1,000,000 in increase the aggregate at any one timeinterest rate or fees applicable to, and or shorten the weighted average life to maturity of, such Indebtedness, (iii) change, alter or modify the terms of such Indebtedness in any manner which violates either §9.8 hereof or the Subordination and Intercreditor Agreement or (iv) add to the collateral, if any, securing such Indebtedness; (i) Indebtedness of the Borrower and its Subsidiaries consisting of short-term trade credit extended to the Borrower or such Subsidiary in the ordinary course of such Person’s business in connection with the acquisition of Containers and other equipment; provided that such Indebtedness shall not be in existence for more than 180 days after the occurrence of the transaction giving rise thereto; (j) Indebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness of a Subsidiary of the Borrower to the Borrower consisting of Investments permitted by §9.3(e); and (l) Indebtedness consisting of obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract entered into with any Lender or the Administrative Agent, provided that (i) such obligations are not being contested (or were) entered into by such Person in good faith. The terms and provisions the ordinary course of this §9.1 are business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in addition tothe value of securities issued by such Person, and not in limitation of, for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein non-defaulting party from its obligation to make payments on outstanding transactions to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentdefaulting party.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayIt will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Loan Party or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Subordinated Debt; (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof of any real or personal property by such Loan Party or such Subsidiary or under any Capitalized Leases, which provided that (i) are overdue the aggregate principal amount of such Indebtedness of the Guarantor and its Subsidiaries shall not exceed $100,000,000 outstanding at any one time and (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; (g) Indebtedness of the Borrower or the Guarantor under the Senior Revolving Credit Facility (which Indebtedness may vary in amount from time to time as permitted thereunder) and other Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not independently violate any restriction, basket, limitation or other provision of this §9; (i) Indebtedness of the Guarantor and its Subsidiaries consisting of short-term trade credit extended to the Guarantor or such Subsidiary in the ordinary course of such Person’s business in connection with the acquisition of Containers and other equipment; provided that such Indebtedness shall not be in existence for more than sixty 180 days after the occurrence of the transaction giving rise thereto; (60j) daysIndebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness of a Subsidiary of a Loan Party to another Loan Party consisting of Investments permitted by §9.3(e); (l) Indebtedness consisting of obligations (contingent or otherwise) of the Guarantor or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) exceed $1,000,000 such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (m) Indebtedness incurred by a Securitization Entity in connection with a Permitted Securitization; (n) other Indebtedness consisting of (i) Indebtedness that is unsecured; (ii) Indebtedness that is secured; provided that any such secured Indebtedness either: (w) is secured by assets that are not commingled with the aggregate at any one timeCollateral; (x) if secured by assets that are commingled with the Collateral, and is subject to the Intercreditor Agreement; (y) if CAI Rail Indebtedness, complies with the provisions of §9.14; or (z) consists of Indebtedness of Excluded Subsidiaries; or (iii) are other secured Indebtedness not being contested to exceed $100,000,000 in good faith. The terms the aggregate; provided that both before and provisions immediately after any such Indebtedness is incurred, no Default or Event of this §9.1 are in addition to, Default shall have occurred and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers be continuing and the Guarantors will notproceeds of such Indebtedness are used solely for (A) repayments of Revolving Credit Loans pursuant to §3.3, (B) the acquisition of assets and will not permit fees, costs and expenses incurred in connection with the acquisition of assets or (C) for the refinancing of any Subsidiary to, incur any such Indebtedness; and (o) unsecured Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date Guarantor consisting of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form one or more guaranties of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed CAI Rail Indebtedness or Logistics Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers Each of the Parent Companies and the Guarantors mayBorrower will not, and may will not permit any of their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Subordinated Debt; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Parent Companies, which (i) are overdue for more than sixty (60) daysthe Borrower or such Subsidiary, (ii) provided that the principal amount of all such Indebtedness of the Parent Companies, the Borrower and their Subsidiaries shall not exceed the aggregate amount of $1,000,000 in the aggregate at any one time; (e) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto; (f) Indebtedness to any Bank in connection with any derivative contract (as defined in clause (i) of the definition of Indebtedness) provided by such Bank to the Borrower; (g) unsecured Indebtedness incurred in connection with foreign exchange contracts or letter of credit facilities provided by lending institutions other than the Agent to any Subsidiary of the Borrower or to the Borrower, provided that the principal amount of all such Indebtedness shall not exceed the aggregate amount of $5,000,000 at any one time; (h) unsecured Indebtedness in connection with any derivative contract provided by a third party to the Borrower; (i) Indebtedness incurred by the Parent Companies, the Borrower or any of their Subsidiaries under any Capitalized Leases, provided that the principal amount of all such Indebtedness of the Parent Companies, the Borrower and their Subsidiaries shall not exceed the aggregate amount of $35,000,000 at any one time; and (iiij) are not being contested in good faith. The terms and Indebtedness of any Guarantor to the Borrower or to another Guarantor which is a Subsidiary of the Borrower or of the Borrower to any Guarantor so long as such Guarantor remains a Guarantor hereunder, has otherwise complied with the provisions of this §9.1 are in addition to, ss.8.14 hereof and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any remains a Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentBorrower.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayCAI will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Subordinated Debt; (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Leases, which provided that (i) are overdue for more than sixty the aggregate principal amount of such Indebtedness of CAI and its Subsidiaries shall not exceed $25,000,000 outstanding at any one time and (60ii) daysthe principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; (g) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not (i) increase the aggregate amount of such Indebtedness, (ii) exceed $1,000,000 in increase the aggregate at any one timeinterest rate or fees applicable to, and or shorten the weighted average life to maturity of, such Indebtedness, (iii) [reserved] or (iv) add to the collateral, if any, securing such Indebtedness in any manner that would violate §9.2; (i) Indebtedness of CAI and its Subsidiaries consisting of short-term trade credit extended to CAI or such Subsidiary in the ordinary course of such Person’s business in connection with the acquisition of Containers and other equipment; provided that such Indebtedness shall not be in existence for more than 180 days after the occurrence of the transaction giving rise thereto; (j) Indebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness of a Subsidiary of the Borrower to the Borrower consisting of Investments permitted by §9.3(e); (l) Indebtedness consisting of obligations (contingent or otherwise) of CAI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are not being contested (or were) entered into by such Person in good faith. The terms and provisions the ordinary course of this §9.1 are business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in addition tothe value of securities issued by such Person, and not in limitation of, for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein non-defaulting party from its obligation to make payments on outstanding transactions to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any defaulting party; (m) Indebtedness for borrowed money which, together incurred by a Securitization Entity in connection with a Permitted Securitization; and (n) other Indebtedness for borrowed money incurred by at any Borrowertime; provided that (i) both before and immediately after any such Indebtedness is incurred, any Guarantorno Default or Event of Default shall have occurred and be continuing and (ii) if such indebtedness is secured, and any Subsidiary since such Indebtedness (other than such Indebtedness in an amount not to exceed $30,000,000 in the date of the most recent compliance certificate delivered aggregate) shall be subject to the Administrative Agent Intercreditor Agreement with the lenders in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form respect of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agents arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease, which provided that (i) are overdue for the aggregate amount of such Indebtedness does not exceed seventy percent (70%) of the fair market value (determined in good faith by the Borrower) of the property so acquired (except that, with respect to not more than sixty $15,000,000 of Indebtedness permitted pursuant to this clause (60c), such Indebtedness may be in an amount up to one hundred percent (100%) daysof the fair market value (determined in good faith by the Borrower) of the property so acquired), (ii) exceed $1,000,000 in the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $100,000,000 at any one time, and (iii) are not being contested in good faith. The terms and provisions immediately after the incurrence of this §9.1 are in addition tosuch Indebtedness, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to thereto, no Default or Event of Default shall have occurred and be delivered to each Lender in accordance with §15.12 and in any event continuing; (d) Indebtedness existing on the same day date hereof and listed and described on Schedule 12.1 hereto; (e) Indebtedness of a Subsidiary of the Borrower owing to the Borrower or a Guarantor; (f) Indebtedness in respect of the Business Day following Senior Notes in an aggregate principal amount not to exceed $350,000,000; and (g) additional unsecured Indebtedness of the day such compliance certificate is received by Borrower incurred after the Administrative AgentClosing Date so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayPFR will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result Unsecured current liabilities of the Borrower or such Subsidiary incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; provided, that each account payable shall be paid or under any discharged in accordance with the Borrower's past customary practice within the appropriate time period after the same shall have become due and payable, unless the same shall currently be contested by the Borrower or such Subsidiary in good faith by appropriate proceedings or other provision of this Credit Agreementappropriate action, and the Borrower or such Subsidiary, as the case may be, shall have set aside such reserves, if any, with respect thereto as are required by generally accepted accounting principles and deemed adequate by the Borrower and its independent public accountants; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madess.10.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current Other unsecured liabilities Indebtedness of the Borrower not to exceed $7,500,000 in aggregate principal amount for all such Indebtedness Outstanding at any time; (f) Indebtedness of the Borrower and its Subsidiaries in respect of rental obligations (net of subleases) under leases (other than Capitalized Leases) incurred in the ordinary course of business, which provided that the aggregate amount of such obligations required to be paid in any fiscal year shall not exceed $10,000,000; (g) Indebtedness of the Borrower in respect of Capitalized Leases (net of subleases), provided that the aggregate Outstanding amount of all future principal payments owing under (i) are overdue for more than sixty (60) daysexisting Capitalized Leases referred to in the Borrower's audited balance sheet as of December 31, 1996, and (ii) additional Capitalized Leases entered into pursuant to this subsection (g) after the date hereof (as reflected in the notes to the Borrower's audited financial 56 -49- statements in accordance with generally accepted accounting principles) shall not at any time exceed $1,000,000 15,000,000; (h) Indebtedness existing on the Closing Date and listed and described on Schedule 11.1 hereto; and (i) from and after the merger of PFR and The Restaurant Company, contingent liabilities arising from the indemnity contained in that certain tax disaffiliation agreement between The Restaurant Company and Friendly Ice Cream Corporation not to exceed in the aggregate at any one time, (i) $21,500,000 as of the Closing Date and (iiiii) are not being contested in good faith. The terms $12,500,000 as of September 16, 1997 and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentthereafter.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks, the Agents and the Collateral Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result consisting of the guaranty by the Borrower of rental payment obligations of the Mexican Subsidiary under real property leases so long as the aggregate amount of rental payment obligations so guarantied by the Borrower shall not exceed $200,000 in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreementfiscal year; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, environmental, governmental charges or other regulatory charges, fines, penalties or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeofss.11.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andnot resulting in an Event of Default underss. 16.1(i) hereof, but only so long as execution is not levied thereunder on any property the fair market value of which is $250,000 or more in the aggregate or $150,000 or more in any single instance; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services (including without limitation product liability claims), in each case incurred in the ordinary course of business; (f) Indebtedness evidenced by the Subordinated Notes (including without limitation any Liquidated Damages (as defined in the Indenture) referred to in the Indenture); (g) obligations under Capitalized Leases not exceeding $1,000,000 in aggregate amount at any time outstanding; (h) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary, which provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $1,000,000 at any one time; (i) are overdue for more than sixty Indebtedness existing on the date hereof and listed and described on Schedule 12.1 hereto; (60j) daysIndebtedness (i) of any Subsidiary of the Borrower which is party to the Guaranty owing to the Borrower or of the Borrower to such Subsidiary of the Borrower, or (ii) of the Mexican Subsidiary owing to the Borrower or of the Borrower owing to the Mexican Subsidiary in an aggregate amount for all such Indebtedness of the Mexican Subsidiary to the Borrower (exclusive of Indebtedness permitted by ss.12.1(b)), when combined with all other Investments in the Mexican Subsidiary permitted by ss.12.3(f)(iii), not to exceed $1,000,000 at any time outstanding; (k) Indebtedness consisting of Permitted Employee Stock Repurchases (including any promissory notes issued by the Borrower to repurchase common stock of employees and sales representatives of the Borrower solely to the extent permitted in the definition of Permitted Employee Stock Repurchases); (l) Indebtedness consisting of a Permitted Preferred Stock Replacement; (m) Indebtedness of the Borrower under Hedging Agreements entered into by the Borrower in the ordinary course of business and not for speculative purposes in order to fix or hedge the Borrower's currency risk in connection with its purchase of foreign currencies so long as the Borrower shall not enter into such Hedging Agreements to hedge in the aggregate at any one time in excess of $4,000,000 worth of foreign currencies; (n) Indebtedness of the Borrower under Hedging Agreements entered into by the Borrower in the ordinary course of business and not for speculative purposes in order to fix or hedge the Borrower's commodity risk in connection with its purchase of Precious Metal so long as such Hedging Agreements (i) consist of options or (ii) are entered into with the Gold Agent or any of the Banks; (o) Indebtedness consisting of guaranties of Indebtedness of employees for moving, entertainment, travel and other similar expenses solely to the extent permitted as Investments underss.12.3(h) (p) Indebtedness consisting of guaranties of Indebtedness of sales representatives to finance the acquisition of sales territories to the extent permitted as Investments under ss.12.3(o); (q) Indebtedness in respect of operating leases and in respect of the payment of royalties or other similar obligations under license agreements which license agreements are generally consistent with and related to the past practices and business of the Borrower; (r) Indebtedness in respect of employee benefits, whether current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, medical, dental and other plans providing benefits for employees; (s) Indebtedness arising out of or related to (i) the Acquisitions or (ii) the consolidation of the businesses acquired from the Balfour Sellers or the CJC Sellers pursuant to the Acquisitions (including without limitation, increased severance payments, working capital adjustments, fees and costs), in each case solely to the extent that such Indebtedness is not related to the borrowing of money or the obtaining of credit; (t) Indebtedness consisting of the CH Management Fee and any deferred portion thereof to the extent permitted pursuant toss.12.4 and 12.12 hereof; (u) Indebtedness consisting of accrued Permitted Preferred Stock Dividends or accrued dividends on any Permitted Preferred Stock Replacement; (v) Indebtedness consisting of obligations to Specified Refiners solely in respect of amounts of Precious Metal credited or consigned to the Borrower in exchange for unrefined Precious Metal sent by the Borrower to such Specified Refiners; (w) Indebtedness in respect of performance, bid or advance payment bonds incurred in connection with bids on school ring contracts in an aggregate amount not to exceed $400,000 outstanding at any time; (x) Indebtedness of the Borrower and its Subsidiaries other than that permitted elsewhere in thisss. 12.1 in an aggregate principal amount not to exceed (i) at all times prior to January of 1999, $1,000,000 at any time outstanding and (iiiii) are not being contested in good faith. The terms at all times during and provisions after January of this §9.1 are in addition to1999, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit $5,000,000 at any Subsidiary to, incur any time outstanding; and (y) Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Borrower with respect to the Administrative Agent in accordance with this Credit that certain Master Lease Agreement, exceeds No. 136331, dated as of August 2, 1994, between Town & Country Corporation and Computer Sales International, Inc. not to exceed $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent225,000.

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(x) and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, changing the amortization thereof (excluding other than to extend the Obligationssame), accelerating the maturity date thereof , decreasing the weighted average life thereof or increasing the cash pay interest thereof; provided, that the aggregate amount of such Indebtedness described in this subclause (a) which is incurred under a revolving credit facility or line of credit with another financial institutionshall not exceed $2,000,000; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made[Reserved]; (d) An aggregate Indebtedness of any Credit Party outstanding as of the Closing Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount in excess thereof, changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof and that are otherwise on terms and conditions no less favorable as a whole to such Credit Party, the Administrative Agent or any other Secured Party, as determined by the Administrative Agent than the terms of $1,000,000 at any one time in respect of uninsured judgments the Indebtedness being refinanced, amended or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andmodified; (e) Current unsecured Subordinated Debt incurred after the Closing Date on terms and conditions acceptable to the Administrative Agent in its sole discretion, provided that (i) the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking in account any extension thereof) and (ii) the aggregate amount of such Subordinated Debt shall not exceed $5,000,000; (f) Indebtedness consisting of any Investment permitted by Sections 7.01(c), (d), (e) or (g); (g) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 and (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02; (h) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business, which ; and (i) are overdue for more than sixty Indebtedness in respect of netting services, automatic clearing house arrangements, treasury management services and similar arrangements in the ordinary course of business in each case in connection with deposit and securities account; (60j) daysIndebtedness of the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities constituting earn-out obligations under the Share Purchase Agreement dated June 21, 2013, by and among M&C USA, LLC and the Sellers (iias defined therein), as in effect as of the date hereof; (k) other Indebtedness not to exceed $1,000,000 in the aggregate outstanding at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, Borrower will not create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made9.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (if) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 Indebtedness incurred in connection with the acquisition after the date hereof of any personal property constituting fleet vehicles or forklifts by the Borrower in the ordinary course of business; (g) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property not otherwise provided for under this 10.1 by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower permitted by this clause (g) shall not exceed the aggregate amount of $500,000 at any one time, and ; (iiih) are not being contested Indebtedness in good faith. The terms and provisions respect of this §9.1 are in addition to, and not in limitation of, amounts borrowed by the covenants set f▇▇▇▇ ▇▇ §▇▇ Borrower against the cash surrender value of this Credit Agreement. Notwithstanding anything contained herein to life insurance policies purchased by the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date Borrower covering certain employees of the most recent compliance certificate delivered to Borrower and naming the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 Borrower as the beneficiary thereof; (i) Indebtedness included in the aggregate unless the Borrowers shall have delivered a compliance certificate Borrower's balance sheet dated September 30, 1993; (j) Indebtedness permitted by 10.4; and (k) Indebtedness in the form respect of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoperating leases.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not ---------------------------- permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default each case incurred in the ordinary (b) current liabilities of the Borrower or Event such Subsidiary incurred in the ordinary course of Default under §10 hereof business not incurred through (i) the borrowing of money, or under any other provision (ii) the obtaining of this Credit Agreementcredit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, worker's compensation, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made(S)9.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (f) Indebtedness of the Borrower in an aggregate principal amount not to exceed $115,000,000 evidenced by or incurred under the Subordinated Debt Documents; (g) Indebtedness of the Borrower and its Restricted Subsidiaries consisting of (i) are overdue for more than sixty (60) days, (ii) unsecured Indebtedness not otherwise permitted hereunder in an amount not to exceed $1,000,000 in the aggregate 15,000,000 outstanding at any one time, and (iiiii) are (1) obligations under Capitalized Leases and (2) purchase money Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Restricted Subsidiary, provided that the Borrower or such Restricted Subsidiary shall -------- not being contested be permitted to finance more than ninety percent (90%) of the purchase price of the property acquired, and further provided, that the aggregate ------- -------- principal amount of all such Indebtedness permitted under this clause (g)(ii) shall not exceed $20,000,000 outstanding at any one time; (h) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof and listed and described on Schedule 10.1 hereto; -------- ---- (i) Indebtedness of the Borrower in good faith. The terms and provisions respect of this §9.1 interest rate protection arrangements required to be maintained by (S)9.17 or in respect of currency swap arrangements so long as such arrangements are in addition tothe ordinary course of business and not for speculative purposes; (j) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; (k) Indebtedness of the Borrower to TJC Management Corp. under the Management Agreement; (l) Indebtedness in respect of the Junior Subordinated Notes issued pursuant to the Management Subscription Agreement or in payment of Incentive Arrangements as provided in (S)10.4.; (m) Indebtedness secured by liens permitted by (S)10.2(j), and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any other unsecured Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance existing at the time of delivery a Person is merged into or consolidated with the Borrower or any Subsidiary of the certificate Borrower or becomes a wholly-owned Subsidiary of the Borrower in compliance with (S)10.5.1.; provided that such Indebtedness was not created in contemplation of such -------- merger, consolidation or acquisition and on a pro-forma basis after giving effect the aggregate principal amount of all such Indebtedness does not exceed $15,000,000 at any time; (n) Indebtedness of the Borrower or any of its Subsidiaries in respect of Incentive Arrangements and Acquisition Incentives; (o) Indebtedness of any Unrestricted Subsidiary which is non recourse to the Borrower or any Restricted Subsidiary; (p) Indebtedness in respect of the Holdback Amount (as defined in the Crystaloid Stock Purchase Agreement) pursuant to (S)2.3 of the Crystaloid Stock Purchase Agreement, provided that such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered Indebtedness shall -------- not exceed $500,000; and (q) Indebtedness in respect of Investments permitted under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day (S)(S)10.3(f), (j) or the Business Day following the day such compliance certificate is received by the Administrative Agent(l).

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madess.9.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (if) are overdue for more than sixty Subordinated Debt; (60g) days, (ii) exceed obligations under Capitalized Leases not exceeding $1,000,000 in aggregate amount at any time outstanding; (h) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or any Subsidiary of the Borrower, PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $1,000,000 at any one time, and ; (iiii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, Indebtedness existing on the covenants set f▇▇▇▇ ▇▇ §▇▇ date of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers Agreement and the Guarantors will not, listed and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and described on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.SCHEDULE 10.1 hereto;

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, createCreate, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable for, contingently or otherwisewith respect to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Agent under a revolving credit facility or line of credit with another financial institution;this Agreement, the Term Loan Notes, the Revolving Credit Notes, the other Lender Agreements and the American Ski - West Credit Agreement, the notes issued thereunder and the American Ski - West Security Documents. (b) Indebtedness (i) described on SCHEDULE 5.16 hereto and (ii) any renewals, extensions and refundings thereof which would result do not increase the amount thereof, extend the weighted average maturity of any thereof by more than 25%, provide any collateral in excess of collateral currently securing such Indebtedness or grant, modify or amend any rights, remedies or interests of the holders thereof in a Default manner materially adverse to the interests of the Agent or Event of Default under §10 hereof or under any other provision of this Credit Agreement;the Lenders. (c) An The Senior Subordinated Notes and the subordinated guaranties of the Borrowers with respect thereto. (d) The Series A Exchangeable Preferred Stock, the Senior Exchangeable Notes and the 101/2% Repriced Convertible Exchangeable Preferred Stock. (e) Subordinated Indebtedness incurred to the sellers of assets or stock in connection with Permitted Acquisitions, PROVIDED that such Indebtedness is unsecured, has a cash interest rate of not greater than 12% per annum, has no scheduled amortization until after payment in full of all Lender Obligations and is subordinated to the prior payment in full in cash of all Lender Obligations on terms and conditions approved in writing by the Agent. (i) Real Estate Guaranties; provided that the sum of Real Estate Guaranties and Direct Unrestricted Subsidiary Investments shall not exceed $25,000,000 at any time; (ii) (A) Capitalized Lease Obligations and (B) Indebtedness of the Borrowers to purchase tangible assets to be used in the Borrower's operations in an amount not to exceed 100% of the purchase price of such assets, which Indebtedness may be secured by the assets so purchased but by no other assets; PROVIDED, HOWEVER, that the aggregate amount under clauses (A) and (B) of this Section 9.1(f)(ii) shall not exceed $50,000,000; (iii) Indebtedness of Persons that become Restricted Subsidiaries in excess connection with Permitted Acquisitions and not incurred in anticipation of such Permitted Acquisitions in an aggregate amount not to exceed $1,000,000 50,000,000; and (iv) Other unsecured Indebtedness in an amount not to exceed $25,000,000; PROVIDED, HOWEVER, that the total amount of all Indebtedness outstanding at any one time under this clause (f) shall not exceed $100,000,000. (g) Indebtedness consisting of indemnification and price adjustment obligations incurred in connection with Permitted Acquisitions. (h) Indebtedness on account of consolidated current liabilities (other than for money borrowed) incurred in the normal and ordinary course of business. (i) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is thereof shall not at the time be required to be made in accordance with the provisions of §8.9 and has Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time levied thereunder or in respect of uninsured judgments which American Ski or awards, with the Restricted Subsidiary subject to such judgment or award shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner satisfactory to the Agent and in respect to of which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards a stay of execution shall have been rendered; and obtained pending such appeal or review and for which adequate reserves have been established in accordance with generally accepted accounting principles and (eiii) Current unsecured liabilities incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business, which . (j) Indebtedness consisting of intercompany loans among (i) are overdue for more than sixty (60) days, ASC East and its Restricted Subsidiaries and (ii) ASC West, Inc. and any Restricted Subsidiaries of American Ski, provided that the aggregate outstanding principal amount of all such loans shall not exceed $1,000,000 in the aggregate at any one time, 5,000,000 and (iii) are not being contested in good faith. The terms no such loan shall be evidenced by a promissory note or other instrument unless such note has been pledged and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent as security for the Lender Obligations on terms and conditions acceptable to the Agent. (k) Indebtedness of American Ski and its Restricted Subsidiaries under Interest Rate Protection Agreements entered into to protect American Ski and its Restricted Subsidiaries against fluctuations in accordance with this Credit Agreement, exceeds $5,000,000 interest rates so long as management of American Ski and its Restricted Subsidiaries has determined that the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and the notional amount thereof does not exceed the principal amount of the Consolidated Term Loans. (l) Payment and performance bonds entered into in the aggregate unless the Borrowers shall have delivered a compliance certificate ordinary course of business in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery support of the certificate activities of ASC East, ASC Utah, ASC West, Inc. and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agenttheir Restricted Subsidiaries.

Restrictions on Indebtedness. The Borrowers and the Guarantors maywill not, and may will not permit any of their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrowers or any Subsidiary of the Borrowers incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies levies, liabilities under employee benefit plans, including pension plans and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 10.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which the applicable periods Borrower or Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for taking appeals have expired, or with review and in respect to of which final and unappealable judgments or awards a stay of execution shall have been rendered; andobtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) obligations under Capitalized Leases not exceeding $10,000,000 in aggregate amount at any time outstanding; (g) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by any Borrower or any of its respective Subsidiaries, which provided that the aggregate principal amount of such Indebtedness shall not exceed the aggregate amount of $3,500,000 at any time outstanding and in no case shall the principal amount of such Indebtedness exceed 100% of the cost to such Person of the real or personal property so acquired; (h) other Indebtedness existing on the date hereof or incurred pursuant to credit facilities existing on the date hereof and listed and described on Schedule 11.1 hereto; (i) are overdue for more than sixty Indebtedness of (60i) daysany Domestic Subsidiary of a Borrower to such Borrower, (ii) exceed $1,000,000 in the aggregate at a Borrower to any one time, Domestic Subsidiary of such Borrower and (iii) are any Domestic Subsidiary of a Borrower to another Domestic Subsidiary of such Borrower; (j) Indebtedness incurred in connection with the refunding or refinancing of the Indebtedness described on Schedule 11.1 hereto, to the extent that the aggregate principal amount thereof is not being contested in good faith. The thereby increased; (k) Indebtedness consisting of notes subordinated to the payment of the Obligations on terms and provisions conditions satisfactory to the Lenders issued to employees of this §9.1 are ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ or Holdings or members of the Board of Directors of Holdings in addition to, partial payment of the purchase price of shares of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇'▇ or Holdings' common stock repurchased from such employees or directors as permitted under Section 11.4 hereof in aggregate amount not to exceed $2,500,000 at any time outstanding; (l) Indebtedness in respect of the payments under clause (b) of the definition of Stay and Performance Payments; (m) additional Indebtedness not in limitation ofexcess of $5,000,000 at any time outstanding; (n) Indebtedness of Hunter to Holdings not to exceed $15,000,000 at any time outstanding, provided that the covenants set fsame is either evidenced only by open accounts or, if evidenced by a note, such note is pledged to the Agent as collateral for the Obligations; (o) Indebtedness not to exceed the principal amount of $400,000 at any time outstanding consisting of deferred purchase price payments described in Section 2(b)(ii) of the Asset Purchase Agreement, dated as of October 21, 1996, between NEC and ▇▇▇▇▇▇ ▇▇ §. ▇▇▇▇▇▇▇ Co., Inc. (the "Garratt Purchase Price Payments"); (p) Senior Subordinated Debt (including Indebtedness of a Domestic Borrower pursuant to the Senior Subordinated Guaranty provided for in the Senior Subordinated Indenture) in aggregate principal amount not to exceed $150,000,000 at any time outstanding, provided that Senior Subordinated Debt may be increased to an aggregate amount of $225,000,000 if (i) such additional Senior Subordinated Debt is governed by the same terms as governs the Senior Subordinated Debt incurred on the Closing Date, (ii) such additional Senior Subordinated Debt meets the debt incurrence test contained in the Senior Subordinated Indenture, (iii) ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ has delivered to the Agent Compliance Certificates demonstrating, both immediately prior to and immediately after the incurrence of such additional Senior Subordinated Debt, compliance with the covenants set forth in Section 12 of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers (iv) no Default or Event of Default has occurred and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis is continuing or would exist after giving effect thereto; and (v) if, after the incurrence of any Senior Subordinated Debt in excess of $150,000,000, the ratio of Funded Debt of the Borrower and its Subsidiaries to Adjusted EBITDA, calculated on a Pro Forma Basis for the period of four consecutive fiscal quarters most recently ended, of the Borrower and its Subsidiaries exceeds 5.00:1.00, the Agent consents to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement Senior Subordinated Debt, such consent not to be delivered to each Lender in accordance with §15.12 unreasonably withheld; and (q) Indebtedness consisting of Stay and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentPerformance Payments.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding in respect of the Loans and the other Obligations) which is incurred under a revolving credit facility or line of credit with another financial institution; (b) Indebtedness which would result of the Borrower under the ACC 9.75% Senior Subordinated Debentures in the maxim aggregate principal amount of $275,000,000, less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest on such Indebtedness at a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreementrate not to exceed nine and three-quarters percent (9.75%) per annum; (c) An Indebtedness of the Borrower under the ACC 8.875% Senior Subordinated Notes in the maximum aggregate principal amount in excess of $1,000,000 150,000,000 less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest on such Indebtedness at a rate not to exceed eight and seven-eights percent (8.875%) per annum; (d) current liabilities of the Borrower or any one time of its Subsidiaries (including under any operating leases and studio and tower leases) incurred in the ordinary course of business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (e) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 6.7; (df) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable (i) judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or any of its Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, (ii) final judgments against the Borrower or any of its Subsidiaries that in the aggregate do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings and if adequate reserves shall have been set aside with respect thereto; (eg) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (h) obligations under Capitalized Leases not exceeding $20,000,000 in aggregate amount at any time outstanding; (i) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or any Subsidiary of the Borrower, provided that (i) the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed $50,000,000 at any one time and (ii) any such Indebtedness incurred shall not exceed the lesser of the purchase price for the property being acquired with the proceeds of such Indebtedness or the fair market value of such property at the time of acquisition; (j) Indebtedness existing on the date of this Credit Agreement and listed and described on Schedule 7.1 hereto; (k) Indebtedness of the Borrower or any of its Subsidiaries incurred at any time after the Closing Date that is not otherwise permitted by any of the other paragraphs of this Section 7.1, provided that the Agent and Majority Banks are overdue for more than sixty satisfied on the date of incurrence of such Indebtedness and at all times thereafter that (60i) daysall such Indebtedness is expressly subordinated, upon written terms and conditions completely satisfactory in form and substance to the Agent and the Majority Banks, in right of payment and exercise of remedies to the prior payment in full of all the Obligations (and any obligations refinancing or refunding the Obligations), (ii) exceed $1,000,000 in the aggregate amount of all such Indebtedness does not at any one timetime exceed (A) $20,000,000 for purposes other than Permitted Acquisitions and (B) $200,000,000 for Permitted Acquisitions, (iii) none of such Indebtedness is secured by any lien on any property (including any capital stock or partnership or membership interests, as applicable) of the Borrower or any of its Subsidiaries, and no Subsidiary of the Borrower has any contingent Obligation in respect of such Indebtedness, (iv) no Default or Event of Default is continuing on the date of incurrence of such Indebtedness or would result therefrom, (v) all mandatory payment, prepayment, redemption, repurchase, defeasance, sinking fund and similar obligations, all interest rates and payment dates, and all covenants, conditions, events of default and other provisions in respect of such Indebtedness are satisfactory in form and substance to the Agent and the Majority Banks, and (iiivi) the proceeds of all such Indebtedness are not being contested in good faith. The terms and provisions used by the Borrower for general working capital purposes or Permitted Acquisitions as applicable; (l) intercompany Indebtedness of this §9.1 are in addition to, and not in limitation of, any Subsidiary of the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Borrower to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred Borrower in respect of Investments permitted by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.Section 7.3; and

Restrictions on Indebtedness. The Borrowers Subject to the provisions of Section 9, the Borrower and the Guarantors mayGuarantor will not, and may will not permit any of their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding of Borrower and Guarantor to the Obligations) which is incurred Banks arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result Current liabilities of the Borrower, the Guarantor and their respective Subsidiaries incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess Indebtedness of $1,000,000 at any one time Borrower, the Guarantor and their respective Subsidiaries in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 7.8; (d) An aggregate amount in excess Indebtedness of $1,000,000 at any one time Borrower, the Guarantor and their respective Subsidiaries in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andthe existence of which does not create an Event of Default; (e) Current unsecured liabilities Endorsements by Borrower, the Guarantor and their respective Subsidiaries for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness of Borrower, which (i) are overdue for the Guarantor and their respective Subsidiaries in respect of reverse repurchase agreements having a term of not more than sixty 180 days with respect to Investments described in Section 8.3(d) or (60e); (g) days, (ii) exceed $1,000,000 in Subject to the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition toSection 8.1 and Section 9, and not in limitation ofUnsecured Indebtedness of the Borrower, the covenants set f▇▇▇▇ ▇▇ §▇▇ Guarantor and their respective Subsidiaries (excluding the Obligations) not exceeding $10,000,000; provided that none of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, such Persons shall incur any such Unsecured Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers Borrower shall have delivered provided the Agent a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower and Guarantor will be in compliance certificate in with the form of Exhibit D-4 hereto covenants referred to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis therein after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts incurrence; (h) Subject to cause any compliance certificate delivered the provisions of this Section 8.1 and Section 9, Recourse Indebtedness of Borrower or the Guarantor (excluding (i) principal indebtedness under this the Revolving Credit Agreement in an amount not to exceed $70,000,000, and (ii) the Obligations), provided that such Indebtedness does not in the aggregate exceed twenty percent (20%) of the Gross Asset Value; provided further that none of such Persons shall incur any such Recourse Indebtedness described in this Section 8.1(h) unless the Borrower shall have provided to the Agent a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower and Guarantor will be delivered in compliance with the covenants referred to each Lender in accordance with §15.12 therein after giving effect to such incurrence; and (i) Subject to the provisions of this Section 8.1 and in any event on Section 9, other Indebtedness of Borrower, the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentGuarantor and their Subsidiaries (including without limitation, Non-Recourse Indebtedness of Subsidiaries of Borrower and Recourse Indebtedness of Subsidiaries of Borrower).

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madess. 9.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (if) are overdue for more than sixty Subordinated Debt; (60g) days, (ii) exceed obligations under Capitalized Leases not exceeding $1,000,000 in aggregate amount at any time outstanding; (h) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or any Subsidiary of the Borrower, PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $1,000,000 at any one time, and ; (iiii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, Indebtedness existing on the covenants set f▇▇▇▇ ▇▇ §▇▇ date of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers Agreement and the Guarantors will not, listed and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and described on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.SCHEDULE 10.1 hereto;

Restrictions on Indebtedness. The Borrowers and Neither Borrower nor the Guarantors mayParent will, and may nor will they permit any of their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: : (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institution; the Loan Documents; (b) Indebtedness which would result current liabilities of the Borrower, the Parent or their Subsidiaries incurred in a Default the ordinary course of business not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services, and any letters of credit issued for the account of the Borrower, the Parent or under any other provision of this Credit Agreement; their Subsidiaries in support of such permitted current liabilities; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely made; 7.8; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been renderedin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower, the Parent or the applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and (e) Current unsecured liabilities endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness existing on the date of this Credit Agreement and listed and described on Schedule 8.1 hereto ("Existing Indebtedness"), which and any refinancings of Existing Indebtedness, provided that at no time shall the sum of (i) are overdue for more than sixty (60) days, the aggregate principal amount of Existing Indebtedness remaining outstanding at such time plus (ii) exceed $1,000,000 in the aggregate principal amount of Indebtedness in respect of such refinancings at such time exceed the aggregate principal amount of Existing Indebtedness on the Closing Date; (g) Indebtedness of the Borrower or the Parent to any one timeSubsidiary of the Borrower or the Parent, and (iii) are not being contested in good faith. The terms and provisions Indebtedness of this §9.1 are in addition to, and not in limitation of, any Subsidiary of the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein Borrower or the Parent to the contrary, Borrower or the Borrowers and Parent or any other Subsidiary of the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with Borrower or the Parent; (h) other Indebtedness for borrowed money incurred by any and credit received (including Capitalized Leases, letters of credit issued for the account of the Borrower, the Parent or any Guarantorof their Subsidiaries, and Indebtedness incurred pursuant to the sale and leaseback of any property permitted by the provisions of 8.6 hereof), provided that at no time shall the aggregate amount of such Indebtedness exceed 10% of the Consolidated Total Assets of the Parent and its Subsidiaries determined as of the last day of the fiscal year of the Parent most recently ended (such Indebtedness permitted by this subsection (h), "Other Indebtedness"); (i) (a) in addition to, or in combination with, Indebtedness permitted by clause (h) of this 8.1, with respect to any Subsidiary acquired by the Borrower, the Parent or any of their Subsidiaries after the Closing Date, Indebtedness of such newly acquired Subsidiary in existence as of the date of such acquisition, provided that such Indebtedness is not incurred in contemplation of such acquisition, and any guaranties of such Indebtedness issued by the Borrower, the Parent or any of its Subsidiaries, including without limitation, with respect to any indemnities for environmental, employee benefit, tax, litigation and similar liabilities, but excluding the acquisition price of such Subsidiary; provided that at no time shall the outstanding aggregate amount of such Indebtedness (excluding, to the extent duplicative, such guaranties) exceed $10,000,000, and (b) with respect to any Subsidiary since acquired or to be acquired after the date Closing Date, guaranties by the Parent of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers acquisition price of such new Subsidiary which price shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery not include any of the certificate obligations contemplated by clause (a) above; and on a pro-forma basis after giving effect to such proposed (j) Indebtedness of the type described in clause (ix) of the definition of "Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent."

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness of the Borrower or any Subsidiary assumed in connection with the AutoSimulations Acquisitions and Auto Soft Acquisitions, which provided, (i) are overdue for more than sixty (60the aggregate amount of all such Indebtedness assumed under this ss.9.1(c) days, does not exceed $5,000,000; and (ii) exceed $1,000,000 such Indebtedness is on terms, and contains covenants, conditions and defaults, which are acceptable to the Agent and the Banks in all respects; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary (other than Indebtedness incurred or assumed in connection with any Permitted Acquisition) or under any Capitalized Lease, PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $3,000,000 at any one time, and ; (iiie) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any unsecured Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent Borrower incurred or assumed in accordance connection with this Credit Agreementany Permitted Acquisition, exceeds $5,000,000 in provided that the aggregate unless principal amount of such Indebtedness shall not exceed the Borrowers shall have delivered a compliance certificate aggregate amount which equals ten percent (10%) of the Total Commitment as in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance effect at the time of delivery such incurrence or assumption of such Indebtedness; (f) Indebtedness existing on the date hereof and listed and described on SCHEDULE 9.1 hereto; (g) Indebtedness of a Subsidiary of the certificate Borrower to the Borrower or a Guarantor so long as such Subsidiary is a Guarantor hereunder; (h) Indebtedness of the Borrower or any of its Subsidiaries consisting of Derivative Contracts so long as such Derivative Contracts are entered into in the ordinary course of business consistent with past practices and on a pro-forma basis after giving effect not for speculative purposes; (i) Indebtedness of Foreign Subsidiaries to the Borrower or any Guarantor in an aggregate amount not to exceed $1,500,000 outstanding at any one time; and (j) unsecured Indebtedness of the Borrower or any Subsidiary not otherwise provided for in this ss.9.1, provided the aggregate amount of such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause Indebtedness permitted by this ss.9.1(j) does not exceed $3,000,000 outstanding at any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentone time.

Restrictions on Indebtedness. The Borrowers and Subject to the Guarantors mayother limitations of this Agreement, and may permit their respective Subsidiaries to, the Borrower shall not create, incur, assume, guarantee or be suffer to exist, or remain liable forpermit any of its Subsidiaries to create, incur, assume, guarantee or suffer to exist, contingently or otherwise, any Indebtedness other than:than (without duplication): (a) Indebtedness (excluding the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionLoans; (b) Indebtedness which would result Non-Affiliate Subordinated Debt, not to exceed [*] in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreementthe aggregate; (c) An Affiliate Subordinated Debt, not to exceed [*] in the aggregate amount in excess (of $1,000,000 at any one time in respect which no more than [*] owing to such Affiliates may require the payment of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely madecurrent interest); (d) An Indebtedness under Permitted Loan Agreements; (e) with respect to the License Subsidiaries, FCC Debt existing on the Closing Date; and (i) purchase-money Indebtedness (including not more than [*] for Real Estate); and (ii) Capital Lease Obligations but only so long as: --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC (A) the aggregate principal amount in excess of $1,000,000 Indebtedness under [*] (i) and (ii) above at any one time outstanding does not exceed [*] and (B) such Indebtedness is in respect a principal amount that does not exceed the fair market value of uninsured judgments the property being acquired or awardsleased; (g) Indebtedness under Permitted Hedging Arrangements; (h) Indebtedness the proceeds of which are used solely for working-capital purposes, with respect but only so long as the aggregate principal amount of such Indebtedness outstanding on any date does not exceed the lesser of (i) [*] and (ii) an amount equal to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered[*] determined as of any time; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty Other Indebtedness (60in addition to Indebtedness described in clauses (a) days, through (iih)) not to exceed $1,000,000 [*] in the aggregate outstanding at any one time, and (iii) are not being contested in good faith. The terms and provisions Indebtedness to OC or to any of its Subsidiaries shall only be permitted hereunder pursuant to this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentSection hereof.

Restrictions on Indebtedness. The None of the Borrowers and the Guarantors maywill, and may none will permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business, which ; (ic) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 Indebtedness of such Borrower or such Subsidiary in the aggregate at any one time, and (iii) are not being contested respect of Rate Protection Agreements entered into in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein order to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any hedge interest rate fluctuations on Indebtedness for borrowed money whichof the Borrowers or their Subsidiaries and not for speculative purposes and approved in advance by the Agent in its reasonable discretion; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Borrower or such Subsidiary or under any Capitalized Lease, together with other provided that (a) the aggregate principal amount of such Indebtedness for borrowed money incurred of the Borrowers and their Subsidiaries outstanding at any time shall not exceed the aggregate amount of $8,500,000, (b) the aggregate principal amount of such Indebtedness of the Borrowers and their Subsidiaries outstanding at any time that does not constitute a Capitalized Lease of a Unit or a Capitalized Lease of the Real Estate on which a Unit is located shall not exceed the aggregate amount of $1,000,000 and (c) no Default or Event of Default shall exist (i) prior to the incurrence of such Indebtedness or (ii) as a result of the incurrence of such Indebtedness; (e) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto; (f) Indebtedness of one Borrower to another then existing Borrower; provided that all such intercompany Indebtedness permitted by any Borrower, any Guarantorthis Section 10.1(f), and all instruments evidencing any Subsidiary since the date of the most recent compliance certificate thereof, shall be pledged and delivered to the Administrative Agent, for the benefit of the Banks and the Agent, as security for the Obligations pursuant to the provisions of the applicable Security Documents, and the Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto first priority perfected lien and security interest therein; provided further that all such intercompany Indebtedness shall be subordinated to the Administrative Agent evidencing covenant compliance at Obligations on terms satisfactory to the time Agent; (g) Indebtedness consisting of delivery obligations to employees of a Borrower in respect of employee stock ownership or employee stock option plans to the certificate and on a pro-forma basis after giving effect to extent that such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause obligations are permitted under Section 10.4; and (h) Indebtedness consisting of guaranties or indemnities of Indebtedness of any compliance certificate delivered under Borrower or any of its Subsidiaries described in clauses (a) through (g) of this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentSection 10.1.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower shall not, and may shall not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee assume or be or remain liable for, contingently or otherwise, suffer to exist any Indebtedness in addition to Indebtedness under this Agreement and the other Loan Documents, other than: (a) Indebtedness of the Borrower and its Subsidiaries of any kind whatsoever existing on the Original Effective Date (excluding including the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionMidwest Finance Note Guarantee); (b) Priority Lien Debt and Parity Lien Debt; (c) (i) Capitalized Lease Liabilities and Operating Lease Liabilities outstanding on December 31, 2004 and set forth on Schedule 7.2.1(c) and (ii) Capitalized Lease Liabilities and Operating Lease Liabilities entered into in the ordinary course of business not to exceed at any time an aggregate notional principal amount of $100,000,000, including in the case of each of clause (i) and clause (ii) above, Capitalized Lease Liabilities and Operating Lease Liabilities entered into in the ordinary course of business to replace or refinance Capitalized Lease Liabilities or Operating Lease Liabilities permitted pursuant to this Section 7.2.1(c); (d) Indebtedness of the Borrower under Interest Rate Hedging Transactions; (e) Subject to Section 7.2.8, Indebtedness of the Borrower incurred to finance the acquisition, construction or improvement of any fixed or capital assets in accordance with and subject to Schedule 7.2.1(e)hereto; (f) Indebtedness consisting of (i) reimbursement obligations of the Borrower with respect to letters of credit, surety bonds and performance bonds used by the Borrower in the ordinary course of business in an aggregate amount not to exceed $40,000,000 at any time and (ii) workers' compensation claims, self-insurance obligations and bankers' acceptances; (g) unsecured Indebtedness in respect of obligations of the Borrower or any of its Subsidiaries to pay the deferred purchase price of goods and 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 would result require that all such payments be made within sixty (60) days of the incurrence of the related Indebtedness) in a the ordinary course of business and not in connection with the borrowing of money; (h) Indebtedness in the form of subordinated, unsecured intercompany loans between the Borrower and its Subsidiaries; (i) Indebtedness in the form of Guarantees made by and reimbursement obligations with respect to stand-by letters of credit issued for the account of the Borrower (including, in each case, Permitted Marketing Support) in the ordinary course of business related to the Facilities in connection with Permitted Trading Activities conducted by or for the benefit of the Borrower, whether directly with unaffiliated third parties or with EMMT; (j) Subject to Section 3.1.2, other Indebtedness of the Borrower; provided, that no Default or Event of Default under §10 hereof has occurred or under any other provision would occur after giving effect to the incurrence or issuance of this Credit Agreementsuch Indebtedness; (ck) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required Indebtedness incurred to be made in accordance with the provisions of §8.9 and has not been timely madefinance Necessary Capital Expenditures; (dl) An aggregate amount in excess Environmental CapEx Debt; provided, that, prior to the incurrence of $1,000,000 at any one time in respect of uninsured judgments or awardsEnvironmental CapEx Debt, with respect the Borrower shall deliver to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been renderedAdministrative Agent an Officer's Certificate designating such Indebtedness as Environmental CapEx Debt; and (em) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received incurrence by the Administrative AgentBorrower or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five (5) Business Days.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) obligations of the Borrower under a Synthetic Lease arrangement not exceeding $80,000,000 in the aggregate pursuant to which the Borrower leases that certain Real Estate located at the north corner of Irvine Center Drive and Sand Canyon Drive in Irvine, which California (the "Property") and the improvements to be constructed thereon from the lessor (the "Permitted Synthetic Lease") provided that (i) are overdue for more than sixty (60) days, no Default or Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or would exist as a result of entering into such Permitted Synthetic Lease; and (ii) exceed $1,000,000 all covenants and events of defaults contained in any document, instrument or agreement to be entered into in connection therewith shall not in any manner be more onerous to the Borrower and its Subsidiaries than the covenants and Defaults and Events of Default contained herein, and all documents, instruments and agreements to be entered into in connection therewith shall otherwise be in form and substance satisfactory to the Agent (including, without limitation, all documents pertaining to any security interests granted in connection therewith); (d) obligations under Capitalized Leases and Synthetic Leases (other than the Permitted Synthetic Lease), provided that the aggregate principal amount of such 70 62 Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $30,000,000 at any one time; (e) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary, provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $5,000,000 at any one time; (iiif) are not being contested in good faith. The terms Indebtedness existing on the date hereof and provisions listed and described on Schedule 10.1 hereto; (g) Indebtedness of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein a Guarantor to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.;

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, createCreate, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable for, contingently or otherwisewith respect to, any Indebtedness, except the following (which Indebtedness other than:is expressly permitted): (a) Indebtedness (excluding outstanding at the Obligations) which date of this Agreement as set forth on Schedule 5.16 and refinancings and replacements thereof, provided the principal amount thereof is incurred under a revolving credit facility or line of credit with another financial institution;not increased. (b) Indebtedness which would result on account of Consolidated Current Liabilities (other than for money borrowed) incurred in a Default or Event the normal and ordinary course of Default under §10 hereof or under any other provision of this Credit Agreement;business. (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes(i) Taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is thereof shall not at the time be required to be made in accordance with the provisions of §8.9 and has Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time levied thereunder or in respect of uninsured judgments which Gerber or awards, with any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner satisfactory to the Lenders and in respect to of which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards a stay of execution shall have been rendered; and obtained pending such appeal or review and for which adequate reserves have been established in accordance with generally accepted accounting principles, and (eiii) Current unsecured liabilities incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business, which . (d) Indebtedness in an amount not to exceed $5,000,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (e) Indebtedness to the Lenders under the Loan Documents. (f) (i) are overdue for more than sixty (60) days, Indebtedness of any Loan Party to another Loan Party; (ii) exceed $1,000,000 in the aggregate at short-term Indebtedness (i.e. Indebtedness to be repaid within 90 days) of (A) any one time, and of Gerber's Subsidiaries to Gerber or any other Subsidiary or (B) Gerber to any of its Subsidiaries for short-term working capital needs; (iii) Indebtedness of any wholly-owned Subsidiaries of Gerber that are not being contested Loan Parties to Loan Parties in good faith. The terms an aggregate amount together with (A) the amount of Indebtedness of any Related Subsidiaries to any Loan Party, (B) the amount of Indebtedness of such wholly-owned Subsidiaries and provisions any Related Subsidiaries under clause (v) of this §9.1 Section 9.1(f) and (C) the amount of Investments described in Section 9.3(d)(ii) with respect to such Subsidiaries and Related Subsidiaries, in each case made after the Closing Date, not to exceed (x) $10,000,000 at any time outstanding with respect to any one Subsidiary and its Related Subsidiaries (other than Gerber Australia for which such amount shall not exceed $5,000,000) or (y) $40,000,000 with respect to all Subsidiaries; (iv) Indebtedness of any Loan Party to any wholly-owned Subsidiary of Gerber that is not a Loan Party so long as such Indebtedness is subordinated to all Lender Obligations; and (v) Indebtedness of any wholly-owned Subsidiary of Gerber that is not a Loan Party to any other wholly-owned Subsidiary of Gerber that is not a Loan Party. (g) Other Indebtedness of the Loan Parties, including without limitation Indebtedness arising as a result of the failure to pay when due or in conformance with customary trade terms, any lease obligations or trade debt and including the net obligations under Interest Rate Protection Agreements which are not Secured Interest Rate Protection Agreements valued at their Swap Termination Value, in addition toan aggregate amount not to exceed $10,000,000, and provided that not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ more than $5,000,000 of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with such other Indebtedness for borrowed money incurred may be secured by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered Liens permitted under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative AgentSection 9.2(h).

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) obligations of the Borrower under a Synthetic Lease arrangement not exceeding $100,000,000 in the aggregate pursuant to which the Borrower will lease that certain Real Estate located at th north corner of Irvine Center Drive and Sand Canyon Drive in Irvine, which California (the "Property") and the improvements to be constructed thereon from the lessor (the "Permitted Synthetic Lease") provided that (i) are overdue for more than sixty (60) days, no Default or Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or would exist as a result of entering into such Permitted Synthetic Lease; and (ii) exceed all documents, instruments and agreements to be entered into in connection therewith shall be in form and substance satisfactory to the Agent (including, without limitation, all documents pertaining to any security interests granted in connection therewith); (d) obligations under Capitalized Leases and Synthetic Leases (other than the Permitted Synthetic Lease) not exceeding $1,000,000 20,000,000 in aggregate amount in any fiscal year; (e) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary, provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $5,000,000 at any one time, ; (f) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto; (iiig) are not being contested in good faith. The terms and provisions Indebtedness of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein a Guarantor to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.;

Restrictions on Indebtedness. The Borrowers and Except with the Guarantors mayprior written consent of Requisite Lenders, and may permit their respective Subsidiaries to, the Borrower will not create, incur, assume, guarantee or be become or remain liable forliable, contingently or otherwise, or agree not to do any of same, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line this Agreement, Indebtedness to BankBoston arising under the BankBoston Term Loan and Indebtedness to the holders of credit with another financial institutionthe Unsecured Term Notes arising thereunder; (b) Indebtedness which would result current liabilities of the Borrower incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSECTION 7.4; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Current unsecured liabilities Endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness consisting of purchase money financing for equipment used in the ordinary course of Borrower's business provided that the amount of each such financing may not exceed 100% of the cost of the purchased property. (g) Nonrecourse Indebtedness of Borrower secured by a Lien on a Portfolio Property (other than Woodbury Common for so long as SECTION 8.1 remains in effect) which is completely non-recourse to the Borrower and to the REIT to the extent the same does not create a violation of SECTIONS 9.4, which 9.5, 9.6 OR 9.7 provided that (i) upon the creation or assumption of any such Indebtedness Borrower shall provide the Agent with a notice describing the terms of such Indebtedness and the security therefor and a copy of the promissory note or other instrument containing the nonrecourse provisions, and (ii) if the terms of such Indebtedness include financial covenants, such covenants are overdue determined by the Agent in its sole discretion to be less stringent than the covenants set forth in ARTICLE IX. (h) Indebtedness of Borrower other than Nonrecourse Indebtedness for more than sixty borrowed money to the extent the same does not create a violation of SECTIONS 9.4, 9.5, 9.6 OR 9.7 provided that (60i) daysupon the creation or assumption of any such Indebtedness Borrower shall provide the Agent with a notice describing the terms of such Indebtedness, (ii) exceed $1,000,000 such Indebtedness must be permitted under the terms of the Unsecured Term Notes, (iii) if the terms of such Indebtedness include financial covenants such covenants are determined by the Agent, in its sole discretion, to be less stringent than the aggregate at any one timecovenants set forth in ARTICLE IX, and (iv) except for facilities having BankBoston as sole lender or as agent for a group of lenders, such Indebtedness has a term which matures at least twenty-four (24) months after the then applicable Termination Date. (i) Indebtedness consisting of purchase money financing for Land intended for development in connection with future Construction Projects to the extent the same does not create a violation of SECTIONS 9.4, 9.5, 9.6 OR 9.7 provided that (i) the amount of such Indebtedness does not exceed 100% of the cost of the purchased Land, (ii) the Indebtedness is secured by a Lien on the purchased Land, (iii) are the aggregate amount of the Indebtedness described in this paragraph outstanding at any time shall not being contested in good faith. The terms and provisions of this §9.1 are in addition toexceed $15,000,000.00, and not in limitation of, (iv) upon the covenants set f▇▇▇▇ ▇▇ §▇▇ creation of this Credit Agreement. Notwithstanding anything contained herein any such Indebtedness Borrower shall provide the Agent with a notice describing the terms of such Indebtedness. (j) Indebtedness of Borrower related to the contrary, the Borrowers and the Guarantors will not, and will not permit Indebtedness of any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Simon Partnership to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on extent the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.does not create a violation of SECTION

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (excluding except by an amount not in excess of accrued and unpaid interest and premiums owing thereon and fees and expenses incurred in connection with such refinancing), changing the Obligations) which is incurred under a revolving credit facility amortization thereof (other than to extend the same), accelerating the maturity date thereof or line of credit with another financial institutiondecreasing the weighted average life thereof; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An Second Lien Debt in an aggregate principal amount not to exceed the aggregate principal amount outstanding on the Closing Date (plus interest paid in excess of $1,000,000 at any one time in respect of taxeskind or capitalized, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made Warrant PIK Fees following the Closing Date in accordance with the provisions terms of §8.9 the Second Lien Documents and has capitalized fees in an aggregate amount not been timely madeto exceed the sum of (i) $150,000 on the Amendment No. 2 Effective Date in accordance with the terms of that certain [eighth amendment to the Second Lien] Eighth Amendment to Credit Agreement dated the Amendment No. 2 Effective Date among the Credit Parties party thereto, the Second Lien Lenders and the Second Lien Agent and (ii) $150,000 on the Amendment No. 5 Effective Date in accordance with the terms of that certain Eleventh Amendment to Credit Agreement dated the Amendment No. 5 Effective Date among the Credit Parties party thereto, the Second Lien Lenders and the Second Lien Agent) and in the case of and to the extent not duplicative of the foregoing, Second Lien Debt incurred pursuant to a Permitted Refinancing, such additional amounts as may be permitted pursuant to the definition of Permitted Refinancing; (d) An Indebtedness of the AA Canadian Subsidiaries under the Canadian Documents in an aggregate principal amount in excess of not to exceed Cdn. $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods 11,000,000; provided that such Indebtedness is not secured by Liens except for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andLiens permitted by Section 7.03(vi); (e) Current Indebtedness of any Credit Party outstanding as of the Closing Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof; (f) Indebtedness in respect of Swap Contracts entered into not for speculative purposes specifically permitted under Section 7.09; (g) unsecured Subordinated Debt on terms and conditions acceptable to the Required Lenders in their sole discretion, provided that the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking in account any extension thereof); (h) Indebtedness consisting of intercompany loans and advances permitted by Section 7.01; (i) Guarantees by (i) any Credit Party of Indebtedness of any Domestic Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 and (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02; (j) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business; (k) Indebtedness in respect of netting services, which automatic clearing house arrangements and similar arrangement in the ordinary course of business in each case in connection with deposit and securities account; (l) to the extent constituting Indebtedness, obligations in respect of agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Domestic Credit Party under any insurance policies entered into in the ordinary course of business that are either (i) are overdue for more than sixty (60) days, unsecured or (ii) secured by a Lien permitted under Section 7.03(xv); (m) Guarantees by Holdings consisting of Liens permitted by Section 7.03(vi)(a)(y) and Section 7.03(vi)(b); (n) Attributable Indebtedness incurred following the Closing Date pursuant to sale-leaseback transactions permitted by Section 7.06. (o) other unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate [250,000] 3,000,000 at any one time, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayCAI will not, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 8.8; (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and has not in respect of which a stay of execution shall have been timely madeobtained pending such appeal or review; (d) An aggregate amount endorsements for collection, deposit or negotiation and warranties of products or services, in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (e) Subordinated Debt; (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Leases, which provided that (i) are overdue the aggregate principal amount of such Indebtedness of CAI and its Subsidiaries shall not exceed $50,000,000 outstanding at any one time and (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; (g) Indebtedness existing on the Restatement Date and listed and described on Schedule 9.1 hereto; (h) any renewal or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not independently violate any restriction, basket, limitation or other provision of this §9; (i) Indebtedness of CAI and its Subsidiaries consisting of short-term trade credit extended to CAI or such Subsidiary in the ordinary course of such Person’s business in connection with the acquisition of Containers and other equipment; provided that such Indebtedness shall not be in existence for more than sixty 180 days after the occurrence of the transaction giving rise thereto; (60j) daysIndebtedness in respect of Interest Rate Protection Agreements; (k) Indebtedness of a Subsidiary of the Borrower to the Borrower consisting of Investments permitted by §9.3(e); (l) Indebtedness consisting of obligations (contingent or otherwise) of CAI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) exceed $1,000,000 such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (m) Indebtedness incurred by a Securitization Entity in connection with a Permitted Securitization; (n) other Indebtedness consisting of: (i) Indebtedness that is unsecured; (ii) Indebtedness that is secured; provided that any such secured Indebtedness either: (w) is secured by assets that are not commingled with the aggregate at any one timeCollateral; (x) if secured by assets that are commingled with the Collateral, and is subject to the Intercreditor Agreement; (y) if CAI Rail Indebtedness, complies with the provisions of §9.14; or (z) consists of Indebtedness of Excluded Subsidiaries; or (iii) are other secured Indebtedness not being contested to exceed $60,000,000 in good faith. The terms the aggregate; provided that both before and provisions immediately after any such Indebtedness described in this clause (n) is incurred, no Default or Event of this §9.1 are in addition to, Default shall have occurred and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers be continuing and the Guarantors will notproceeds of such Indebtedness are used solely for (A) repayments of Term Loans pursuant to §3.3, (B) the acquisition of assets and will not permit fees, costs and expenses incurred in connection with the acquisition of assets or (C) for the refinancing of any Subsidiary to, incur any such Indebtedness; and (o) unsecured Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date CAI consisting of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form one or more guaranties of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed CAI Rail Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, No Borrower shall create, incur, assume, guarantee assume or be or remain liable for, contingently or otherwise, suffer to exist any Indebtedness other than: (a) Indebtedness existing on the Closing Date and set forth on Schedule 7.01, including any renewals, extensions, refinancings and replacements thereof so long as the principal amount thereof (excluding plus all accrued interest on such Indebtedness and the Obligationsamount of all fees and expenses, including premiums, incurred in connection therewith, the amount of which may be included in the principal amount of any refinancing) which is incurred under a revolving credit facility or line of credit with another financial institutionnot increased; (b) Indebtedness which would result incurrence of guaranty, suretyship or indemnification obligations in a Default or Event connection with the Borrowers’ performance of Default under §10 hereof or under any other provision services for their respective customers in the ordinary course of this Credit Agreementtheir businesses; (c) An aggregate amount in excess Indebtedness of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required Borrower to be made in accordance with the provisions of §8.9 and has not been timely madeanother Borrower; (d) An aggregate amount Indebtedness of the Borrowers incurred in excess connection with the acquisition or lease of $1,000,000 at any one time in respect of uninsured judgments equipment or awardsother property by the Borrowers under any Synthetic Lease, with respect to which the applicable periods for taking appeals have expired, Capital Lease or with respect to which final and unappealable judgments other lease arrangement or awards have been rendered; andpurchase money financing; (e) Current unsecured liabilities incurred Indebtedness of the Borrowers with respect to bonds for closure and post-closure obligations relating to any landfill owned or operated by the Borrowers; (f) Indebtedness of the Borrowers in respect of Swap Contracts (including Fuel Derivatives Obligations) entered into in the ordinary course of businessbusiness and not for speculative purposes; (g) Indebtedness of the Borrowers with respect to letters of credit of Persons acquired by the Borrowers; provided, which that such letters of credit shall be retired immediately or replaced by Letters of Credit under this Agreement as soon as possible but in any event not later than one hundred twenty (120) days after the closing of any such acquisition; (h) Indebtedness of the Borrowers in respect of IRBs; provided, that (i) such Indebtedness may be secured only to the extent such IRBs are overdue for more than sixty (60) days, L/C Supported IRBs and (ii) exceed after taking into account all Indebtedness incurred pursuant to this clause (h), the Borrowers on a consolidated basis shall be in pro forma compliance with each of the financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Indebtedness (with such amounts adjusted as if such Indebtedness was incurred on the first day of the applicable Pro Forma Reference Period)); (i) other secured Indebtedness (other than as permitted under other subsections hereof), not in excess of $1,000,000 20,000,000 in the aggregate at any one timetime outstanding; (j) other unsecured Indebtedness; provided, and (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition tothat, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery incurrence thereof, the Borrowers shall be in pro forma compliance with each of the certificate financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and on a pro-forma basis Consolidated Total Funded Debt as of the date of, and after giving effect to to, such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance Indebtedness (with §15.12 and in any event such amounts adjusted as if such Indebtedness was incurred on the same first day or of the Business Day following applicable Pro Forma Reference Period)); (k) the day such compliance certificate is received by Obligations; and (l) Indebtedness under the Administrative AgentTerm Loan Agreement.

Restrictions on Indebtedness. The Borrowers and the Guarantors mayBorrower will not, and may will not permit their respective Subsidiaries any of its Subsidiaries, other than Excluded Subsidiaries, to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Banks and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in a Default current liabilities of the Borrower or Event of Default under §10 hereof or such Subsidiary (including under any other provision operating leases and studio and tower leases) incurred in the ordinary course of this Credit Agreementbusiness not incurred through (i) the 81 -▇▇- ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ (▇▇) ▇▇▇ obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and (except in the case of the License Subsidiaries) claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 9.8 hereof; (d) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable (i) judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, (ii) final judgments against the Borrower or any of its Subsidiaries that in the aggregate do not exceed $1,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserve shall have been set aside with respect thereto; (e) Current unsecured liabilities endorsements for collection, deposit or negotiation other than by any License Subsidiary and warranties of products or services, in each case incurred in the ordinary course of business; (f) obligations (other than obligations of any License Subsidiary) under Capitalized Leases not exceeding $10,000,000 in aggregate amount at any time outstanding; (g) additional Indebtedness incurred after the Closing Date in connection with the acquisition of any real or personal property by the Borrower or any Subsidiary of the Borrower (other than any License Subsidiary) after the Closing Date; provided that, which the aggregate principal amount of such additional Indebtedness of the Borrower and its Subsidiaries, collectively, shall not exceed (A) the aggregate amount of $6,000,000 at any one time and (B) the lesser of the purchase price for such property or the fair market value of such property at the time of such acquisition; (h) Indebtedness existing on the Closing Date and listed and described on Schedule 10.1 hereto; (i) Indebtedness of a Subsidiary of the Borrower owing to the Borrower or to any wholly-owned Subsidiary, other than Excluded Subsidiaries, of the Borrower; 82 -75- (j) Indebtedness in respect of interest rate protection Agreements entered into pursuant to Section 9.14 above; (k) unsecured Indebtedness in the aggregate principal amount of $300,000,000 evidenced by the Subordinated Notes and guaranteed by certain Subsidiaries of the Borrower which guarantees are overdue for more junior and subordinated to the obligations of the Subsidiaries (other than sixty the Excluded Subsidiaries) under the Guaranty on the same basis and to the same extent as the Indebtedness evidenced by the Subordinated Notes is subordinated to the Obligations; provided, that the Surplus Proceeds are applied pursuant to Section 4.3(e) of this Credit Agreement; (60l) daysIndebtedness of the Borrower (exclusive of Indebtedness incurred in connection with the Subordinated Notes issued in February of 1999), in an aggregate amount not to exceed $250,000,000; provided that (i) such Indebtedness is unsecured and fully subordinated, on terms satisfactory to the Agents and the Majority Banks, to the Obligations and the Agents' and the Banks' rights hereunder and under the other Loan Documents and is subject to terms and conditions which are in the judgement of the Agents and the Majority Banks, less restrictive to the Borrower and its Subsidiaries than are the terms set forth herein and in the other Loan Documents, (ii) exceed $1,000,000 in no Default or Event of Default has occurred and is continuing immediately prior to the aggregate at any one timeincurrence thereof and no Default or Event of Default will result therefrom, and (iii) the proceeds of such Indebtedness are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ applied pursuant to Section 4.3(d) of this Credit Agreement. Notwithstanding anything contained herein ; (m) other Indebtedness, contingent or otherwise, in an aggregate amount outstanding at any one time not to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent10,000,000.

Restrictions on Indebtedness. The None of the Borrowers and the Guarantors maywill, and may will not permit their respective any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders and the Administrative Agent arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result endorsements for collection, deposit or negotiation and warranties of products or services, in a Default or Event of Default under §10 hereof or under any other provision of this Credit Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities each case incurred in the ordinary course of business; (c) Indebtedness in respect of any Derivative Contracts in the ordinary course of business, which including any Specified Hedge Agreements; (1) Existing Senior Debt, and refundings, replacements or refinancings thereof; provided that no such refunding or refinancing shall shorten the maturity or weighted average life to maturity or increase the principal amount of any of the Existing Senior Debt and (2) Indebtedness under the 2014 BGI Note Purchase Agreement; (e) Indebtedness of BGI’s U.S. Domestic Subsidiaries that are Guarantors not to exceed $10,000,000, including such Indebtedness outstanding on the Closing Date; (f) Indebtedness of BGI’s foreign Subsidiaries not to exceed in the aggregate for all such foreign Subsidiaries $100,000,000, including such Indebtedness outstanding on the Closing Date but excluding Indebtedness under the Loan Documents; provided that the Borrowers are in current compliance with and, after giving effect to the proposed incurrence of Indebtedness, will continue to be in compliance with all of the covenants in §§9 and 10 hereof as if the transaction occurred on the first day of the period of measurement; (g) Indebtedness that constitutes a Synthetic Lease or Capitalized Lease or otherwise incurred to finance the acquisition of fixed or capital assets (other than pursuant to Sale Leaseback Transactions referred to in §9.1(n), whether pursuant to a loan, financing lease or otherwise) in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (h) Indebtedness of the Borrowers or any Subsidiary that is a Guarantor in respect of Subordinated Debt; (i) Indebtedness of the Borrowers owing to any Subsidiary of such Borrower which is expressly subordinated to the prior payment in full in cash of all Obligations on terms disclosed to and reasonably acceptable to the Administrative Agent prior to the incurrence thereof; (j) Indebtedness of a Person outstanding at the time it is first acquired by any of the Borrowers in an acquisition permitted pursuant to §9.5.1(g), provided that any such Indebtedness was not created at the time of or in contemplation or in anticipation of such acquisition; (k) Indebtedness of any of the Borrowers or any of their Subsidiaries which are overdue for Guarantors incurred in connection with the issuance of any surety bonds, Performance Letters of Credit or other similar performance bonds required pursuant to any contractual Obligation or requirement of law to which any of the Borrowers or any of their Subsidiaries which are Guarantors are subject in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (l) additional Indebtedness of the Borrowers not exceeding $50,000,000 less any Indebtedness incurred under paragraph (g), in aggregate principal amount at any one time outstanding; (m) Indebtedness of Subsidiaries of the Borrowers owing to any other Subsidiaries of the Borrowers or to the Borrowers which results from an Investment permitted under §9.3(g) or (i); (n) Indebtedness of BGI and its U.S. Domestic Subsidiaries which are Guarantors incurred in connection with Sale Leaseback Transactions, in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (o) Indebtedness of BGI and its U.S. Domestic Subsidiaries which are Guarantors incurred in connection with accounts receivable securitizations on customary terms or supply chain financing in the ordinary course of business which is nonrecourse to the Borrowers in an aggregate amount not to exceed $100,000,000; provided that the Borrowers are in current compliance with and, after giving effect to the proposed incurrence of Indebtedness, will continue to be in compliance with all of the covenants in §§9 and 10 hereof as if the transaction occurred on the first day of the period of measurement; (p) unsecured Indebtedness of BGI and its U.S. Domestic Subsidiaries that are Guarantors in respect of earnout payments incurred in connection with any acquisition permitted under §9.5; provided that the Borrowers are in current compliance with and, after giving effect to the proposed incurrence of Indebtedness, will continue to be in compliance with all of the covenants in §§9 and 10 hereof as if the transaction occurred on the first day of the period of measurement; (q) unsecured Indebtedness of BGI and its U.S. Domestic Subsidiaries which are Guarantors, including, without limitation, convertible notes, in each case, on terms no more restrictive than sixty this Credit Agreement, and, in respect of convertible notes, with a maturity date later than the Loan Maturity Date; provided that the Borrowers are in current compliance with and, after giving effect to the proposed incurrence of Indebtedness, will continue to be in compliance with all of the covenants in §§9 and 10 hereof as if the transaction occurred on the first day of the period of measurement; (60r) daysIndebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (s) obligations under any agreement, including any Cash Management Agreements, consisting of netting services, overdraft protections and other cash management and/or treasury services in the ordinary course of business; and (t) contingent indemnification obligations incurred in the ordinary course of business. Notwithstanding the foregoing, the aggregate amount of (i) Indebtedness of the Borrowers (under paragraphs (j) or (l)) secured by Liens plus (ii) Indebtedness of the Borrowers’ Subsidiaries (under paragraphs (e), (f), (j), (l) or (o)) shall not exceed $1,000,000 fifteen percent (15%) of Consolidated Total Assets of the Borrowers, determined as of the end of the then most recently completed fiscal year of the Borrowers. For the avoidance of doubt, the parties acknowledge and agree that if Indebtedness permitted in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions subsection of this §9.1 are in addition tois permitted to be incurred by BGI and/or any of its Subsidiaries, and not BGI guarantees the obligations of any Subsidiary in limitation ofrespect of such Indebtedness, the covenants set f▇▇▇▇ ▇▇ §▇▇ BGI Guaranty shall not increase the amount of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money deemed incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to under such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentsubsection.

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, Borrower shall not ---------------------------- create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (b) Indebtedness which would result in owing under the Nortel Loan Agreement and other Indebtedness outstanding under a Default or Event of Default under §10 hereof or under any other provision of this Credit Permitted Loan Agreement; (c) An Indebtedness the proceeds of which are used (i) to repay up to * aggregate principal amount of Tranche C Loans (as defined in excess the Nortel Loan Agreement), (ii) to repay up to * aggregate principal amount of $1,000,000 at any one time Tranche C Advances, and/or (iii) to prepay Tranche A Advances pursuant to (S)3.02(c), but only so long as (A) the aggregate principal amount of such Indebtedness does not exceed the aggregate principal amount of the Indebtedness then being prepaid or repaid with such proceeds, in respect whole or in part, and (B) no portion of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor the principal amount of such Indebtedness is required scheduled to be made in accordance with repaid or has required prepayments prior to the provisions of §8.9 and has not been timely madeTranche A Advance Maturity Date or the Tranche B Advance Maturity Date; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andSubordinated Debt; (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty Indebtedness (60) days, in addition to any purchase-money Indebtedness described in clauses (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) below)in an aggregate principal amount not exceeding * incurred in connection with the purchase and installation of equipment to be used in the New York PCS Network that is supplied by suppliers that are not being contested in good faith. The terms and provisions Affiliates of this §9.1 are in addition tothe Borrower, and but only so long as such Indebtedness is not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date excess of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery fair value of the certificate property being acquired and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance related services associated with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.equipment;

Restrictions on Indebtedness. The Borrowers and the Guarantors may, and may permit their respective Subsidiaries to, createCreate, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable for, contingently or otherwisewith respect to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness (excluding outstanding at the Obligations) which is incurred under a revolving credit facility or line date of credit with another financial institution;this Agreement as set forth on Schedule 5.16 but no refinancings thereof. (b) Indebtedness which would result on account of Consolidated Current Liabilities (other than for money borrowed) incurred in a Default or Event the normal and ordinary course of Default under §10 hereof or under any other provision of this Credit Agreement;business. (c) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is thereof shall not at the time be required to be made in accordance with the provisions of §8.9 and has Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time levied thereunder or in respect of uninsured judgments or awards, with respect to which the applicable periods Borrower or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for taking appeals have expired, or with review in a manner satisfactory to the Lenders and in respect to of which final and unappealable judgments or awards a stay of execution shall have been rendered; and obtained pending such appeal or review and for which adequate reserves have been established in accordance with generally accepted accounting principles, and (eiii) Current unsecured liabilities incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business, which . (id) are overdue for more than sixty (60) days, (ii) Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any one time, and respect of purchase money security interests under Section 9.2(b) hereof. (iiie) are Indebtedness in an amount not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 10,000,000 in the aggregate unless with respect to equipment financing and Capitalized Leases, or as otherwise approved by the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto Agent. (f) Indebtedness to the Administrative Agent evidencing covenant compliance at Lenders. (g) Indebtedness on account of inventory financed by IBM Credit Corp. and Deutsche Financial Services Corporation not to exceed $60,000,000 without the time of delivery written consent of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent. (h) Guarantees permitted under Section 9.5 hereof. (i) Indebtedness between the Borrower and any Subsidiaries or between Subsidiaries.

Restrictions on Indebtedness. The Borrowers and Neither the Guarantors mayBorrower nor any of its Subsidiaries shall become or be a guarantor or surety of, and may permit their respective Subsidiaries to, or otherwise create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any Indebtedness of any other Person, or incur any Indebtedness other than: (a) Indebtedness (excluding arising under this Agreement or the Obligations) which is incurred under a revolving credit facility or line of credit with another financial institutionother Loan Documents; (bi) Indebtedness incurred by the Borrower or any Subsidiary with respect to any suretyship or performance bond incurred in the ordinary course of its business and undrawn landfill closure bonds; and (ii) Guarantees of the Subsidiaries' obligations to governmental authorities in lieu of the posting of any landfill closure bonds; (c) Unsecured Indebtedness of the Borrower (and any guarantee thereof by WMH), including commercial paper, which would result in is pari passu or subordinated to the Obligations; provided that there does not exist a Default or Event of Default under §10 hereof at the time of the incurrence of such Indebtedness and no Default or under any other provision Event of this Credit AgreementDefault would be created by the incurrence of such Indebtedness; (ci) An aggregate amount in excess Indebtedness of $1,000,000 at any one time in respect the Borrower's Subsidiaries (other than of taxesWMH and the Sanifill Convertible Subordinated Debt), assessments(ii) secured Indebtedness of the Borrower, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of §8.9 and has not been timely made; (diii) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, Indebtedness with respect to which drawn landfill closure bonds of the applicable periods for taking appeals have expiredBorrower's Subsidiaries (other than of WMH), or and (iv) Indebtedness with respect to which final and unappealable judgments or awards have been renderedPermitted Receivables Transactions (other than of WMH); andprovided that the aggregate amount of all such Indebtedness in this Section 8.1(d) shall not exceed 15% of Consolidated Tangible Assets at any time; 57 51 (e) Current unsecured liabilities incurred Indebtedness of WMH listed in Schedule 8.1(e) on the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions conditions existing on July 16, 1998, provided that any extension, renewal or refinancing of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any such Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered to the Administrative Agent in accordance with this Credit Agreement, exceeds $5,000,000 in the aggregate is prohibited unless the Borrowers shall have delivered a compliance certificate in the form amount of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered extended, renewed or refinanced Indebtedness by WMH is deducted from Indebtedness allowed under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.Section 8.1(d) above;

Restrictions on Indebtedness. The Borrowers and the Guarantors maywill not, and may will not permit any of their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (ai) Indebtedness (excluding to the Obligations) which is incurred Lenders arising under a revolving credit facility or line any of credit with another financial institutionthe Loan Documents; (bii) Indebtedness which would result Current liabilities of the Borrowers or their Subsidiaries incurred in a Default the ordinary course of business but not incurred through (i) the borrowing of money, or Event (ii) the obtaining of Default under §10 hereof or under any other provision credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of this Credit Agreementgoods and services; (ciii) An aggregate amount in excess of $1,000,000 at any one time Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of §8.9 and has not been timely madeSection 7.8; (div) An aggregate amount in excess of $1,000,000 at any one time Secured purchase money debt or capitalized lease obligations; (v) Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards that have been rendered; andin force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (evi) Current unsecured liabilities Endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business, which ; (ia) are overdue for more than sixty the Borrowers' Indebtedness pursuant to the RFC Line and (60b) days, Larson's Indebtedness pursuant to the Commerce Line; ▇▇▇ (iic) exceed up to $1,000,000 750,000 of Indebtedness incurred in the aggregate at any one timeordinary course of business for capital expenditures (e.g computer system); provided, however, effective as the Closing Date, the Borrowers shall no longer obtain loans and advances under the RFC Line, and (iii) are not being contested in good faith. The terms Larson shall no longer obtain loans and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set fadvances u▇▇▇▇ ▇▇ §he Commerce Line, and each of the Borrowers shall terminate the RFC Line, and Larson shall terminate the Commerce Line, and the B▇▇▇▇▇▇rs shall repay all amounts due and owing under each of the RFC Line and the Commerce Line, on or before March 30, 2002; provided, however, that PWF and the PWF Subsidiaries, as applicable, may obtain loans from RFC under the RFC Line in order to fund during the week of December 24, 2001, the two pending mortgage closings in the respective amounts of approximately $14,000,000 and $700,000. (viii) Indebtedness to Fannie Mae, Freddie Mac, GNMA, FHA or other parties ▇▇▇▇ of this Credit Agreement. Notwithstanding anything contained herein w▇▇▇ th▇ ▇▇▇ ▇nd the PWF Subsidiaries originate, sell, repurchase or service Mortgage Loans, to the contraryextent directly relating to or arising out of such origination, sale, repurchase, or servicing in the Borrowers and ordinary course of business; (ix) Indebtedness secured by real property acquired upon foreclosure of Mortgages, which, either (x) is so secured at the Guarantors will nottime of such acquisition, or (y) is directly related to such real property, not in excess of the fair market value thereof, and will not permit any reasonably expected by the Borrower or the subject Subsidiary to, incur any Indebtedness for borrowed money which, together with to be recovered from the sale or other disposition of the subject real property; (x) Unsecured Indebtedness for borrowed money incurred by any Borrowerin the ordinary course of business and not exceeding $750,000, any Guarantorplus intercompany liabilities which have a maturity date which is later than the Maturity Date and which are subordinated to the Obligations pursuant to subordination agreements reasonably satisfactory to the Agent which shall permit repayment as long as (A) no Event of Default then exists, and any Subsidiary since (B) no Event of Default would thereupon occur (including on a pro forma basis as if applicable financial covenants were tested as of the date of such repayment; (xi) Indebtedness (exclusive of the most recent compliance certificate delivered Indebtedness referred to in clause (x) above) incurred to finance the Administrative Agent in accordance with this Credit Agreementpurchase or leasing of equipment, exceeds $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate ordinary course of business; (xii) Indebtedness incurred in the form ordinary course of Exhibit D-4 hereto to business secured by one or more specific assets, in each instance the Administrative Agent evidencing covenant compliance at principal amount of which shall not exceed the time of delivery GAAP book value of the certificate and on a pro-forma basis after giving effect to subject asset(s); (xiii) Guaranties by any Borrower for the benefit of any other Borrower or such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender Borrower's Subsidiaries in accordance with §15.12 and in any event the ordinary course of business; (xiv) other Indebtedness existing on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agent.date of this Agreement and listed and described on Schedule 7.14.1 hereto;

Restrictions on Indebtedness. The Borrowers and None of the Guarantors may, and may permit their respective Credit Parties nor any of its Subsidiaries to, create, will incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any Permitted Refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (excluding except by an amount not in excess of accrued and unpaid interest and premiums owing thereon and fees and expenses incurred in connection with such refinancing), changing the Obligations) which is incurred under a revolving credit facility amortization thereof (other than to extend the same), accelerating the maturity date thereof or line of credit with another financial institutiondecreasing the weighted average life thereof; (b) Indebtedness which would result in a Default or Event of Default the Credit Parties consisting of the Obligations under §10 hereof or under any other provision of this Credit Agreementthe Loan Documents; (c) An aggregate amount in excess Indebtedness evidenced by the Senior Notes (including any additional Senior Notes issued after the date of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made this Agreement in accordance with the provisions terms of §8.9 the Senior Notes Intercreditor Agreement) in an amount not to exceed $250,000,000 plus the amount of any Senior Notes increased or issued for the purpose of paying interest in kind and has in the case of and to the extent not been timely madeduplicative of the foregoing, Indebtedness incurred pursuant to a Permitted Refinancing of the Senior Notes; (d) An Indebtedness of the AA Canadian Subsidiaries under the Canadian Documents in an aggregate principal amount in excess not to exceed Cdn. $11,000,000 and any Permitted Refinancing thereof; provided that such Indebtedness is not secured by Liens except for Liens permitted by Section 7.03(vi); (i) Indebtedness of $1,000,000 at any one time Credit Party outstanding as of the Closing Date and reflected on Schedule 7.02 hereto and any Permitted Refinancing thereof and (ii) the letters of credit identified on Schedule 1.01(a) and (b) but only during the period commencing on the Closing Date through the date that is 60 days after the Closing Date (or such longer period as the Administrative Agent may otherwise agree); (f) Indebtedness in respect of uninsured judgments or awards, with respect to which the applicable periods Swap Contracts entered into not for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; andspeculative purposes specifically permitted under Section 7.09; (eg) Current unsecured Subordinated Debt on terms and conditions acceptable to the Required Lenders in their sole discretion, provided that the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Maturity Date (after taking into account any extension thereof); (h) Indebtedness consisting of intercompany loans and advances permitted by Section 7.01; (i) Guarantees by (i) any Credit Party of Indebtedness of any Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02, (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02 and (iv) a Credit Party of any Indebtedness of any other Subsidiary that is not a Credit Party permitted by Section 7.01(k); (j) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business; (k) Indebtedness in respect of netting services, which automatic clearing house arrangements and similar arrangement in the ordinary course of business in each case in connection with deposit and securities account; (l) to the extent constituting Indebtedness, obligations in respect of agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Credit Party under any insurance policies entered into in the ordinary course of business that are either (i) are overdue for more than sixty (60) days, unsecured or (ii) secured by a Lien permitted under Section 7.03(xv); (m) Guarantees by Holdings consisting of Liens permitted by Section 7.03(vi)(a)(y) and Section 7.03(vi)(b); (n) Attributable Indebtedness incurred following the Closing Date pursuant to sale-leaseback transactions permitted by Section 7.06; (o) Acquired Indebtedness of any Credit Party in an amount not to exceed $1,000,000 in the aggregate 5,000,000 at any one time, and time outstanding (iii) are not being contested in good faith. The terms and provisions of this §9.1 are in addition to, and not in limitation of, the covenants set f▇▇▇▇ ▇▇ §▇▇ of this Credit Agreement. Notwithstanding anything contained herein to the contrary, the Borrowers and the Guarantors will not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed money which, together with other Indebtedness for borrowed money incurred by any Borrower, any Guarantor, and any Subsidiary since the date of the most recent compliance certificate delivered Permitted Refinancing thereof); and (p) other unsecured Indebtedness in an aggregate principal amount not to the Administrative Agent in accordance with this Credit Agreement, exceeds exceed $5,000,000 in the aggregate unless the Borrowers shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to the Administrative Agent evidencing covenant compliance 3,000,000 at the any time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Indebtedness. The Administrative Agent will use good faith efforts to cause any compliance certificate delivered under this Credit Agreement to be delivered to each Lender in accordance with §15.12 and in any event on the same day or the Business Day following the day such compliance certificate is received by the Administrative Agentoutstanding.