Common use of Restrictions on Indebtedness Clause in Contracts

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not create, incur, assume, guaranty or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; (d) 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness owing to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (d) Indebtedness in respect of (i) 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 (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 at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserves shall have been set aside with respect thereto; (e) Subordinated Debt, provided that, in the case of the incurrence of Additional Subordinated Debt by the Borrower or any Subsidiary, (i) the net cash proceeds of such Additional Subordinated Debt shall be applied in accordance with §4.4 and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Additional Subordinated Debt or would result after giving effect thereto; (f) Indebtedness (i) incurred in connection with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease or (ii) assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, provided that (x) the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $35,000,000 at any one time; (y) the amount of such Indebtedness does not exceed the fair market value of the property so acquired; and (z) with respect to clause (ii) above, the assets securing such Indebtedness are limited to the assets so acquired or which secured the Indebtedness at the time it was assumed so long as such liens were not granted or created in anticipation of such assumption; (g) Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement, the Refinancing Notes or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower or any of its Subsidiaries; (h) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto; (i) Indebtedness of a Subsidiary of the Borrower owing to the Borrower or of the Borrower or any Subsidiary to any wholly-owned Subsidiary of the Borrower; (j) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5;§9.8; and (dk) other unsecured 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time not to exceed $100,000,000, provided that (x) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such unsecured Indebtedness or would result after giving effect thereto, (y) the maturity date of such unsecured Indebtedness shall not cause occur after the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds Final Maturity Date and (z) neither the aggregate amount Borrower nor any Subsidiary of $20,000,000.00, the Borrower shall promptly notify have the Agent; and (f) right or any obligation to make any principal payment in respect of such unsecured Indebtedness existing on prior to the date final payment and performance in full in cash of this Agreement and listed and described on Schedule 10.3 heretothe Obligations, including any refinancing the termination or cancellation of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess Letters of 100% Credit and the termination of the fair market value of the asset being refinancedCommitments hereunder.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assumesuffer or permit to exist, guaranty or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness to the Lenders arising under any of the Loan DocumentsURHC and its Subsidiaries described in SCHEDULE 5.16; (b) Indebtedness on account of current liabilities of the Borrower (other than for money borrowed) incurred in the normal and ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesbusiness; (c) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor thereof shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 8.2 hereof, (dii) Indebtedness in respect of judgments or awards that which have been in force for less than the applicable appeal period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower URHC or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, and (iii) endorsements 52 made in connection with the deposit of items for credit or collection in the ordinary course of business; (d) Subordinated Indebtedness, PROVIDED, THAT, (i) the aggregate amount of such Indebtedness shall not exceed $5,000,000, (ii) all such Indebtedness is expressly subordinated, upon written terms and conditions satisfactory in form and substance to the Agents and the Majority Lenders, in right of payment and exercise of remedies to the prior payment in full of all the Lender Obligations (and any refinancing of the Lender Obligations), (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 Borrowers or any of their Subsidiaries, and no Subsidiary of the Borrowers 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, and (v) all mandatory payment, prepayment, redemption, repurchase, defeasance 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 Lenders; (e) Guarantees permitted under Section 9.5; (f) other Indebtedness incurred in connection with the acquisition after an aggregate amount not to exceed $2,000,000, so long as on the date hereof URHC or any Subsidiary becomes liable with respect to such other Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any real or personal property by the Borrowerother Indebtedness, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time there shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentno Default hereunder; and (fg) Indebtedness existing on to the date of this Agreement Administrative Agent and listed Lenders hereunder and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of under the fair market value of Notes and the asset being refinancedother Lender Agreements.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not None of the Borrowers shall become or be a guarantor or surety of, or otherwise create, incur, assume, guaranty or be or remain liable, 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 to the Lenders Banks and the Agent arising under any of this Agreement or the Loan Documents; (b) current liabilities Other existing Indebtedness listed on Schedule 7.1(b) hereto, on the terms and conditions in effect as of the Borrower date hereof, together with any renewals, extensions or refinancings thereof on terms which 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 Banks; (c) Current liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money, 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; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 6.8 and Indebtedness of the Borrowers secured by liens of carriers, warehousemen, mechanics and materialmen permitted by Section 9.57.2; (de) Indebtedness in respect of judgments or awards that 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 any 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 reviewreview and in respect of which the Borrowers have maintained adequate reserves; (ef) Indebtedness incurred 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 acquisition ordinary course of its business; (g) Other Indebtedness of the Borrowers incurred after the date hereof through the borrowing of money or the obtaining of credit, jointly not to exceed an aggregate amount of $10,000,000 outstanding at any real time; (h) Indebtedness with respect to equipment leases owing by any Borrower to any other Borrower which is a financing company; and (i) Indebtedness with respect to equipment leases or personal property by the Borrower, equipment chattel mortgages in an aggregate amount not to exceed $15,000,000 at any time outstanding; provided that the aggregate principal amount of such Indebtedness no Subsidiary of the Borrower outstanding Parent may have aggregate Indebtedness (other than Indebtedness permitted by Section Section 7.1(a), (b) and (h) hereof) in excess of $1,000,000 at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinancedoutstanding.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness owing to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in respect each case incurred in the ordinary course of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5business; (d) Indebtedness in respect of (i) 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 (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 at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserves shall have been set aside with respect thereto; (e) Subordinated Debt, provided that, in the case of the incurrence of Additional Subordinated Debt by the Borrower or any Subsidiary, (i) the net cash proceeds of such Additional Subordinated Debt shall be applied in accordance with §4.4 and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Additional Subordinated Debt or would result after giving effect thereto; (f) Indebtedness (i) incurred in connection with with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the BorrowerBorrower or such Subsidiary or under any Capitalized Lease or (ii) assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, provided that (x) the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time and its Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.0035,000,000 at any one time; (y) the amount of such Indebtedness does not exceed the fair market value of the property so acquired; and (z) with respect to clause (ii) above, the Borrower shall promptly notify assets securing such Indebtedness are limited to the Agent; andassets so acquired or which secured the Indebtedness at the time it was assumed so long as such liens were not granted or created in anticipation of such assumption; (fg) Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement, the Refinancing Notes or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower or any of its Subsidiaries; (h) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 10.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.;

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders arising under any of the Loan Documents; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§7.8; (d) Indebtedness in respect of judgments or awards that have been only to the extent, for the period and for an amount not resulting in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect Event 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 reviewDefault; (e) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after ordinary course of business; (f) subject to the date hereof provisions of §8.1, Indebtedness of Borrower in respect of Derivatives Contracts that are entered into in the ordinary course of business and not for speculative purposes; (g) subject to the provisions of §8.1, Non-Recourse Indebtedness of Subsidiaries of Borrower (other than any real or personal property Guarantor) that is secured by Real Estate and related assets (which may include the BorrowerEquity Interests of Subsidiaries that own Real Estate provided that such Real Estate is not an Unencumbered Pool Property); (h) subject to the provisions of §8.1, Secured Debt of Borrower that is Recourse Indebtedness, provided that the aggregate principal amount of all such Secured Debt that is Recourse Indebtedness of the Borrower outstanding at any one time shall not cause exceed ten percent (10%) of Consolidated Total Adjusted Asset Value; (i) subject to the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount provisions of $20,000,000.00§8.1, the Unsecured Debt of Borrower shall promptly notify the Agentand Guarantors; and (fj) unsecured intercompany loans and advances to the extent permitted by §8.4; provided that if Borrower or SCA is an obligor with respect to such intercompany loan, such loan shall be subordinated in right and time of payment to the Obligations pursuant to a subordination agreement satisfactory to Agent. Notwithstanding anything in this Agreement to the contrary, (w) no Subsidiary of Borrower which directly or indirectly owns an Unencumbered Pool Asset or Intercompany Loan shall create, incur, assume, guarantee or be or remain liable, contingently, with respect to any Indebtedness existing on other than Indebtedness under the date applicable Intercompany Loan, subject to the terms of §7.20(a)(xi), Intercompany Revolver, Hybrid Lease or Qualifying Note Receivable permitted by this Agreement and listed the Indebtedness permitted under §8.2(b), (c) and described on Schedule 10.3 hereto(e), including any refinancing of any debt listed on Schedule 10.3 heretoprovided that if such Subsidiary is also a Guarantor, so long such Guarantor shall have no Indebtedness other than Indebtedness under §8.2(a),(b), (c), (e), (i) (to the extent permitted in clause (i) and, as such refinancing to SCA only, (j), (x) no Indebtedness which is not for an amount in excess of 100% a warehouse facility, repurchase agreement (except as permitted by §8.4(f)) or similar Indebtedness shall be permitted without the prior written consent of the fair market value Required Lenders, (y) except as permitted by clause (z) below, no Indebtedness (other than the Obligations) shall have any Unencumbered Pool Asset, Intercompany Loan or direct or indirect ownership interest in any Unencumbered Pool Asset, Intercompany Loan, Borrower, Hybrid Lease Fee Owner or Guarantor as collateral, a borrowing base, unencumbered asset pool or similar form of credit support for such Indebtedness, and (z) other Unsecured Debt of Borrower permitted pursuant to §8.2(i) may have the Unencumbered Pool Assets and Intercompany Loans as an unencumbered borrowing base, unencumbered asset being refinancedpool or similar unsecured form of credit support for such Indebtedness and may contain restrictions on direct or indirect ownership of Guarantors and Hybrid Lease Fee Owners, which restrictions are no more restrictive than the restrictions contained in this Agreement.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness owing to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (d) Indebtedness in respect of (i) 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 (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 at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserves shall have been set aside with respect thereto; (e) Subordinated Debt; provided that, in the case of the issuance by the Borrower of the Refinancing Notes, (i) the Borrower applies the net cash proceeds of such issuance in accordance with §9.16, (ii) no Default or Event of Default has occurred and is continuing hereunder at the time of such issuance or would result after giving effect thereto, (iii) in the event the Borrower intends, on or about the Funding Date, to use a portion of the proceeds from such issuance to refinance all or any portion of the Senior Discount Notes (assuming all of the Subordinated Notes have first been refinanced), the Total Leverage Ratio as of the last day of the fiscal quarter ended immediately prior to the Funding Date (calculated on a pro forma basis after giving effect to such issuance) shall be less than 7.25:1.00, (iv) the Obligations shall constitute “Senior Debt” or the equivalent under the Refinancing Note Indenture and the incurrence of the Obligations shall be permitted under the terms of such Refinancing Note Indenture and will not cause a default or event of default thereunder, and (v) all documents, instruments and agreements executed by the Borrower and any of its Subsidiaries in connection with such issuance shall be in form and substance reasonably satisfactory to the Administrative Agent; and provided further that, in the case of the incurrence of Additional Subordinated Debt by the Borrower or any Subsidiary, (x) the net cash proceeds of such Additional Subordinated Debt shall be applied in accordance with §4.4 and (y) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Additional Subordinated Debt or would result after giving effect thereto; (f) Indebtedness (i) incurred in connection with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease or (ii) assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, provided that (x) the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $75,000,000 at any one time; (y) the amount of such Indebtedness does not exceed the value of the property so acquired; and (z) with respect to clause (ii) above, the assets securing such Indebtedness are limited to the assets so acquired or which secured the Indebtedness at the time it was assumed so long as such liens were not granted or created in anticipation of such assumption; (g) Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement, the Refinancing Notes or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower or any of its Subsidiaries; (h) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto; (i) Indebtedness of a Subsidiary of the Borrower owing to the Borrower or of the Borrower or any Subsidiary to any wholly-owned Subsidiary of the Borrower; (j) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5;§9.8; and (dk) other unsecured 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause to exceed $150,000,000, provided that no Default or Event of Default has occurred and is continuing at the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% time of the fair market value incurrence of the asset being refinancedsuch unsecured Indebtedness or would result after giving effect thereto.

Restrictions on Indebtedness. The Borrower Borrowers will not, and its Subsidiaries will not permit any Subsidiary to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other OTHER than: (a) Indebtedness to the Lenders Agent or any Lender arising under any of this Agreement or the Loan other Credit Documents; (b) current Existing Indebtedness as listed on ANNEX I hereto, on the terms and conditions in effect as of the date hereof; (c) Current liabilities of the Borrower Borrowers incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 7.07 hereof and Indebtedness secured by liens of carriers, warehousemen, mechanics and materialmen permitted by Section 9.58.02(e) hereof; (de) Indebtedness in respect of judgments or awards that 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 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; (e) review and in respect of which the Borrowers have maintained adequate reserves; and Indebtedness incurred in connection respect of a final judgment against any Borrower which is undischarged, unsatisfied and unstayed and which, with other outstanding final judgments, undischarged against the acquisition after the date hereof of any real or personal property by the Borrower, provided that the Borrowers does not exceed $1,000,000 in aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentamount; and (f) Other Indebtedness, not to exceed $5,000,000 in the aggregate, incurred after the date hereof (including existing Indebtedness existing of any Subsidiaries of the Borrowers acquired after the date hereof), through the borrowing of money or the obtaining of credit, incurred in connection with the lease or acquisition of property or fixed assets useful or intended to be used in carrying on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% business of the fair market value of the asset being refinancedBorrowers and their Subsidiaries.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: : (a) Indebtedness to the Lenders Banks and the Agents arising under any of the Loan Documents; ; (b) Indebtedness existing on the Closing Date and listed and described on Schedule 8.1(b) hereto; (c) current liabilities of the Borrower or such Subsidiary incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; ; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 7.8; (de) Indebtedness in respect of judgments or awards (a) that (i) have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder thereunder, or (ii) 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; , and (eb) Indebtedness incurred in connection with the acquisition after the date hereof existence of any real or personal property by the Borrower, provided that the aggregate principal amount which does not constitute an Event of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceededDefault under 12.1; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (g) Subordinated Debt; (h) Permitted New Subordinated Debt; (i) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long which is secured by "purchase money security interests," as such refinancing term is not for an amount defined in excess the Uniform Commercial Code as adopted in the State of 100% of the fair market value of the asset being refinanced.California; (j)

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assumesuffer or permit to exist, guaranty or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness of URC and its Subsidiaries referred to the Lenders arising under any of the Loan Documentsin SCHEDULE 5.16; (b) current liabilities Indebtedness on account of the Borrower Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesbusiness; (c) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor thereof shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 8.2 hereof, (dii) Indebtedness in respect of judgments or awards that which have been in force for less than the applicable appeal period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower URC or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business; (d) Subordinated Indebtedness; (e) Guarantees permitted under Section 9.5; (f) other Indebtedness incurred in connection with the acquisition after an aggregate amount not to exceed $7,500,000, so long as on the date hereof URC or any Subsidiary becomes liable with respect to such other Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any real or personal property by the Borrowerother Indebtedness, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time there shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentno Default hereunder; and (fg) Indebtedness existing on to the date of this Agreement Agent and listed Banks hereunder and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of under the fair market value of Notes and the asset being refinancedother Bank Agreements.

Restrictions on Indebtedness. The Borrower CCLP and its Subsidiaries will not create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (ai) Indebtedness to the Lenders arising under any of the Loan DocumentsLoans; (bii) Indebtedness under the Warehousing Facility; (iii) Indebtedness outstanding on the date hereof and set forth on SCHEDULE 6.5(C); (iv) current liabilities of the Borrower CCLP and its Subsidiaries incurred in the ordinary course of business but not incurred through (ix) the borrowing of money, or (iiy) 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; (cv) Indebtedness in respect of taxes, assessments, governmental charges Taxes or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.56.4(d)(viii); (dvi) Indebtedness to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, GNMA, FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or service Mortgage Loans, to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing in respect the ordinary course of judgments or awards that have been in force for less than the applicable period for taking an appeal business; (vii) Indebtedness secured by real property acquired upon foreclosure of Mortgages, which, either (A) is so long as execution is not levied thereunder or in respect of which the Borrower shall secured 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall acquisition, or (B) is directly related to such real property, not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value thereof, and reasonably expected by CCLP and its Subsidiaries to be recovered from the sale or other disposition of the asset being refinancedsubject real property; (viii) Indebtedness incurred to finance the purchase or leasing of equipment, in the ordinary course of business; and (ix) Indebtedness incurred in the ordinary course of business secured by one or more specific assets, in each instance the principal amount of which shall not exceed the GAAP book value of the subject asset(s).

Restrictions on Indebtedness. The Borrower will not, and will not ---------------------------- permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Lender arising under any of the Loan Documents; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5(S)5.8; (d) 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 a 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing due to Trust Company of Georgia (or any successor or replacement factor) on account of its factoring arrangements with the date of this Agreement and listed and Borrower and/or the Operating Company; and (g) Indebtedness described on Schedule 10.3 6.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.. ------------

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Agent and the Lenders (and their respective Affiliates) arising under any of the Loan Documents, the Unsecured Revolver Agreement and the 2011 Term Loan Agreement; (b) current liabilities of the Borrower or the Subsidiary Guarantorsand its Subsidiaries incurred in the ordinary course of business but not incurred other than 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; (c) Indebtedness (other than relating to the Eligible Borrowing Base Properties) in an aggregate amount not in excess of $250,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.9; [Intentionally omitted]; (d) Indebtedness (other than relating to the Eligible Borrowing Base Properties) in an aggregate amount not in excess of $1,000,000 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 shall which, at the time in time, a good faith be prosecuting an appeal or proceedings proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; [Intentionally omitted]; (e) Indebtedness endorsements for collection, deposit or negotiation incurred in connection the ordinary course of business; (f) Secured Indebtedness of the Borrower incurred after the Closing Dateand its Subsidiaries, provided that: (i) such Indebtedness is Without Recourse to the Borrower or the Trust and is Without Recourse to any of the respective assets of any of the Borrower or the Trust other than to the specific Real Estate Asset or Assets acquired, refinanced or rehabilitated with the acquisition after proceeds of such Indebtedness, except that, notwithstanding the date hereof 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 and its Subsidiaries so long as such Indebtedness is not secured by any Eligible Unencumbered Property (as defined in the Unsecured Revolver Agreement) or a pledge of the equity of any real Subsidiary that owns an Eligible Unencumbered Property (as defined in the Unsecured Revolver Agreement it being acknowledged, for the avoidance of doubt, that the outstanding Indebtedness under the Term Loan shall count against the fifteen percent (15%) basket referred to in this clause (i)), (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or personal property by Event of Default hereunder and (iii) such Indebtedness, in the Borroweraggregate, does not exceed forty percent (40%) of Consolidated Gross Asset Value (it being acknowledged, for the avoidance of doubt, that the outstanding Indebtedness hereunder and under the 2008 Term Loan shall count against the fifteen percent (15%) basket referred to in clause (i) above); (g) contingent liabilities of the Borrower or the Subsidiary Guarantorsand its Subsidiaries 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 Guarantorsand its Subsidiaries 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, provided that the aggregate principal amount of such Indebtedness permitted by this clause (h) shall not exceed $500,000 at any time outstanding; (i) with respect to the Subsidiary Guarantors, the Property Level Debt, subject at all times to compliance with the covenants set forth in §10; and (j) unsecured Indebtedness of the Borrower outstanding and its Subsidiaries (including subsidiary guarantees 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 the avoidance of doubt, that the Equity Interests of the Borrower or any one time Subsidiary Guarantor shall not cause be pledged as security for any such Indebtedness), (ii) both before and immediately after giving effect to the incurrence of 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 form of Exhibit C-2 evidencingshall be in compliance with each of the financial covenants set ▇▇▇▇▇ ▇▇ §▇▇ of the Credit Agreementhereof on a pro forma basis immediately after giving effect to such unsecured Indebtedness, and (iv) such unsecured Indebtedness shall not be in the nature of a revolving credit facility. ; For the avoidance of doubt, the Indebtedness under the Unsecured Revolver Agreement and the 2008 Term Loan (as defined in the Unsecured Revolver Agreement) are also permitted Indebtedness under this §9.1. (j) with respect to value ratio the Subsidiary Guarantors, the Property Level Debt, subject at all times to compliance with the covenants set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent§10; and (fk) Indebtedness obligations (contingent or otherwise) of the Borrower or any Subsidiary existing on or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the date ordinary course of this Agreement 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 listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess purposes of 100% of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the fair market value of non-defaulting party from its obligation to make payments on outstanding transactions to the asset being refinanceddefaulting party.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assumesuffer or permit to exist, guaranty or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness other than:Indebtedness, except the following: 39 (a) Indebtedness of URC and its Subsidiaries referred to the Lenders arising under any of the Loan Documentsin SCHEDULE 5.13; (b) current liabilities Indebtedness on account of the Borrower Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesbusiness; (c) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor thereof shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 8.2 hereof, (dii) Indebtedness in respect of judgments or awards that which have been in force for less than the applicable appeal period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower URC or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business; (d) Subordinated Indebtedness; (e) Indebtedness incurred in connection with the acquisition after Guarantees permitted under Section 9.5; (f) other Indebtedness, so long as on the date hereof URC or any Subsidiary becomes liable with respect to such other Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any real or personal property by the Borrowerother Indebtedness, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time there shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentno Default hereunder; and (fg) Indebtedness existing on to the date of this Agreement Agent and listed Banks hereunder and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of under the fair market value of Notes and the asset being refinancedother Bank Agreements.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assumesuffer or permit to exist, guaranty or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness to outstanding at the Lenders arising under any date of the Loan Documents;this Agreement as set forth on Schedule 5.16 but no refinancings thereof. (b) current liabilities Indebtedness on account of the Borrower Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;business. (c) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor thereof shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 8.2 hereof, (dii) Indebtedness in respect of judgments or awards that for an amount in excess of $250,000 which have been in force for less than the applicable appeal period for taking an appeal so long as execution is not levied thereunder or and in respect of which the Borrower or 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 of which a stay of execution shall have been obtained pending such appeal or review;review and for which adequate reserves have been established in accordance with generally accepted accounting principles, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (d) Indebtedness in an amount not to exceed $2,000,000 in the aggregate with respect to equipment financing, Capitalized Leases, and purchase money security interests or as otherwise approved by the Agent. (e) Indebtedness incurred in connection with to the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andLenders. (f) Guarantees permitted under Section 9.5 hereof. (g) Indebtedness existing on between the date of this Agreement Borrower and listed and any Subsidiary Guarantor or between Subsidiary Guarantors. (h) In addition to the Indebtedness described on Schedule 10.3 heretoin Section 9.1(a) through (g) above, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is unsecured Indebtedness not for an amount in excess of 100% of the fair market value of the asset being refinancedto exceed $5,000,000.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Agent and the Lenders (and their respective Affiliates) arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred other than 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; (c) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $250,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.9; (d) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $1,000,000 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 shall which, at the time in time, a good faith be prosecuting an appeal or proceedings 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) Indebtedness endorsements for collection, deposit or negotiation incurred in connection 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 or the Trust and is Without Recourse to any of the respective assets of any of the Borrower or the Trust other than to the specific Real Estate Asset or Assets acquired, refinanced or rehabilitated with the acquisition after proceeds of such Indebtedness, except that, notwithstanding the date hereof 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 Unencumbered Property or a pledge of the equity of any real Subsidiary that owns an Eligible Unencumbered Property, (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or personal property by Event of Default hereunder and (iii) such Indebtedness, in the Borroweraggregate, does not exceed forty-five percent (45%) of Consolidated Gross Asset Value; (g) contingent liabilities of the Borrower 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; and (h) Indebtedness of the Borrower 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, provided that the aggregate principal amount of such Indebtedness permitted by this clause (h) shall not exceed $500,000 at any time outstanding. Notwithstanding the foregoing, 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. 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 outstanding at or the Trust, or any one time shall of their respective assets. The terms and provisions of this §9.1 are in addition to, and not cause in limitation of, the Indebtedness to value ratio covenants set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced§10.

Restrictions on Indebtedness. The Borrower (a) Subject to the provisions of §9, the Borrowers will not, and its Subsidiaries will not permit any of their respective Restricted Subsidiaries or any of the Guarantors to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (ai) Indebtedness to the Lenders arising under any of the Loan DocumentsDocuments and the Hedge Obligations; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services[Intentionally omitted]; (ciii) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§7.8; (div) 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 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; (ev) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (vi) [Intentionally Omitted]; (vii) Indebtedness incurred in connection respect of reverse repurchase agreements having a term of not more than one hundred eighty (180) days with respect to Investments described in §8.3(a), (b) or (e); (viii) recourse Indebtedness of Borrowers and Guarantors not to exceed $125,000,000.00, which amount may be increased to $200,000,000.00 in the acquisition after aggregate as a result of construction financing for the date hereof Waterway Project if (1) Commercial Company or Land Company or one or more of any real or personal property their respective Restricted Subsidiaries has commenced construction for the Waterway Project, (2) the Waterway Project is at least thirty-five percent (35%) pre-leased pursuant to Third Party Leases prior to commencement of development and at all times thereafter and (3) construction financing secured by the BorrowerWaterway Project has not been fully repaid (excluding from the foregoing limits the Loans, the Hedge Obligations, the Performance Obligations and Indebtedness under §8.1(a)(i), any construction loans to develop and construct a Build-To-Suit Property pursuant to §8.1(a)(ix), and §8.1(a)(xiv)(A) (but not exceeding $95,000,000.00 with respect to the Conference Center) (but including, without limitation, recourse Indebtedness incurred pursuant to §8.1(a)(xiv)(B), §8.1(a)(xv) or §8.1(a)(xvi) (to the extent a claim has been made pursuant to any guaranty or indemnity described therein)), provided that such Indebtedness does not cause the aggregate Borrowers to fail to comply with the financial covenants contained in §9.2 below after recalculating the interest coverage ratio for the most recent Quarterly Measurement Date on a pro forma basis to give effect to such Indebtedness, and the maximum Total Debt Ratio permitted by §9.1 is not exceeded; (ix) Indebtedness of the Borrowers and Restricted Subsidiaries under a construction loan for development of a Build-To-Suit Property provided such property is being built by a contractor pursuant to a guaranteed maximum price construction contract; (x) [Intentionally omitted]; (xi) [Intentionally omitted]; (xii) [Intentionally omitted]; (xiii) unsecured Indebtedness between Commercial Company and Land Company pursuant to the Funding Agreement, which is subordinate to the Obligations pursuant to the Funding Subordination and Standstill Agreement; (xiv) Indebtedness secured by the Conference Center (A) that may be recourse to Borrowers and Guarantors and shall not, up to a maximum principal amount of $95,000,000.00, be included as recourse Indebtedness for the purposes of §8.1(a)(viii) above; provided that (B) any readvance, increase or refinancing of such Indebtedness that is recourse to either of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth Borrowers or Guarantors in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount excess of $20,000,000.00, 95,000,000.00 in principal amount shall be included as recourse Indebtedness for the Borrower shall promptly notify the Agentpurposes of §8.1(a)(viii) above; (xv) Indebtedness of Borrowers under guarantees or indemnities with respect to customary non-recourse carve outs approved by Agent relating to Indebtedness of its Unrestricted Subsidiaries permitted pursuant to §8.1(b)(v) or Indebtedness of its Restricted Subsidiaries permitted under §8.1(a)(xvi); and (fxvi) Indebtedness existing on of the date Borrowers or any of this Agreement and listed and described on Schedule 10.3 heretotheir Restricted Subsidiaries, including provided such Indebtedness: (A) except with respect to any Indebtedness otherwise permitted under §8.1(a)(viii), is incurred solely to finance: a. the acquisition of additional undeveloped residential land or undeveloped commercial land to be added to the Woodlands Project; b. the construction by a Borrower or such Restricted Subsidiary of Vertical Commercial Improvements to the Commercial Land or Residential Land, if applicable, or permanent refinancing thereof (it being agreed that the proceeds of a permanent refinancing of such improvements may exceed the amount of the applicable construction loan); or c. Municipal Utility District Contracts of such Borrower or Restricted Subsidiary; and (B) except with respect to any debt listed Indebtedness otherwise permitted under §8.1(a)(viii), with respect to any property on Schedule 10.3 heretowhich Vertical Commercial Improvements are constructed, so long as such refinancing is Indebtedness does not for an amount in excess of 100% exceed seventy-five percent (75%) of the fair market value (on a stabilized basis as determined by an appraisal acceptable to Agent) of such property; provided that: a. with respect to the Speculative Development of Vertical Commercial Improvements on any single parcel of Commercial Land or Residential Land, if applicable, such Indebtedness incurred for the construction of such Vertical Commercial Improvements does not exceed seventy-five percent (75%) of the asset fair market value (on a stabilized basis as determined by an appraisal acceptable to Agent) for such development (including the Appraised Value of the subject Commercial Land or Residential Land, if applicable) (in each instance the balance of the acquisition and development costs to be covered by equity), and b. with respect to the development of Build-To-Suit Properties, such Indebtedness does not exceed ninety percent (90%) of the fair market value (on a stabilized basis as determined by an appraisal acceptable to Agent) for such development (including the cost of the subject Commercial Land or Residential Land, if applicable) (in each instance the balance of the acquisition and development costs to be covered by equity). (b) The Borrowers will not permit any of their respective Unrestricted Subsidiaries to create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8 (assuming for the purposes hereof that §7.8 is applicable to Unrestricted Subsidiaries); (ii) 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 Unrestricted 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; (iii) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (iv) Indebtedness in respect of reverse repurchase agreements having a term of not more than one hundred eighty (180) days with respect to Investments described in §8.3(a), (b) or (e); and (v) Indebtedness of Unrestricted Subsidiaries (including without limitation obligations under completion guaranties), provided such Indebtedness: (A) is incurred solely to finance (1) the acquisition of additional undeveloped residential land or undeveloped commercial land to be added to the Woodlands Project or (2) the construction by such Unrestricted Subsidiary of Vertical Commercial Improvements to the Commercial Land or Residential Land, if applicable, or permanent refinancing thereof (it being refinancedagreed that the proceeds of a permanent refinancing of such improvements may exceed the amount of the applicable construction loan) or (3) Municipal Utility District Contracts of such Unrestricted Subsidiary; and (B) with respect to any property on which Vertical Commercial Improvements are constructed, does not exceed seventy-five percent (75%) of the fair market value (on a stabilized basis as determined by an appraisal acceptable to Agent) of such property; provided that (1) with respect to the Speculative Development of Vertical Commercial Improvements on any single parcel of Commercial Land or Residential Land, if applicable, such Indebtedness incurred for the construction of such Vertical Commercial Improvements does not exceed seventy-five percent (75%) of the fair market value (on a stabilized basis as determined by an appraisal acceptable to Agent) for such development (including the Appraised Value of the subject Commercial Land or Residential Land, if applicable) (in each instance the balance of the acquisition and development costs to be covered by equity), and (2) with respect to the development of Build-To-Suit Properties, such Indebtedness does not exceed ninety percent (90%) of the fair market value (on a stabilized basis as determined by an appraisal acceptable to Agent) for such development (including the cost of the subject Commercial Land or Residential Land, if applicable) (in each instance the balance of the acquisition and development costs to be covered by equity).

Restrictions on Indebtedness. The Borrower will not, and its Subsidiaries will not permit any of the other Transaction Parties to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower or such other Transaction Parties incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5[Section]8.8; (d) 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 other 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; (e) 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 which, when combined with amounts outstanding under [Section]9.1(g), do not exceed $25,000,000 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 BorrowerBorrower or such other Transaction Party, provided PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower and the other Transaction Parties shall, when combined with amounts outstanding at any one time shall under [Section]9.1(f) not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.00, 25,000,000 at any one time; (h) Indebtedness of the Borrower shall promptly notify and the Agent; and (f) Indebtedness other Transaction Parties existing on the date of this Agreement hereof and listed and described on Schedule 10.3 SCHEDULE 9.1 hereto; (i) Indebtedness of (i) a Guarantor, following its execution and delivery of its Guaranty to the Agent, to the Borrower (including Indebtedness of Hadco Acquisition to the Borrower, the proceeds of which are to be used to purchase the Securities pursuant to the Tender Offer Documents); (ii) Hadco FSC to the Borrower, in an aggregate amount not to exceed $2,000,000; (iii) Zycon to the Borrower to the extent required by the Bank Bumiputra Loan Agreement, but not to exceed $5,000,000 in the aggregate; (iv) from and after the Closing Date, Zycon Corp. SDN BHD to the Borrower or Hadco Acquisition in an aggregate amount not to exceed $55,000,000, no more than $11,000,000 of which may be incurred in any one fiscal year of the Borrower; PROVIDED, HOWEVER, that if during any fiscal year the amount of such Indebtedness permitted for that fiscal year is not so utilized, such unutilized amount may be utilized in the next succeeding fiscal year; and (v) until the Guaranty Delivery Date, Zycon or Zycon Alternate Circuits, Inc. to the Borrower or Hadco Acquisition in an aggregate amount not to exceed $25,000,000; (j) Indebtedness consisting of contingent obligations arising in connection with any Transaction Party's compliance with applicable Environmental Laws in an amount not to exceed in the aggregate, ten percent (10%) of Consolidated Net Worth; (k) So long as no Default or Event of Default shall have occurred and be continuing or would occur following the incurrence of any thereof, unsecured Indebtedness of the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $175,000,000, consisting of (i) up to $150,000,000 (but not to exceed, when combined with amounts of Indebtedness incurred pursuant to clause (ii) of this [Section]9.1(k), $175,000,000) which is expressly subordinated and made junior to the payment and performance in full of the Obligations on terms and conditions satisfactory to the Agent and the Majority Banks in their sole and absolute discretion, and evidenced as subordinate by a Subordination and Intercreditor Agreement or another written instrument containing subordination provisions in form and substance satisfactory to (in their sole and absolute discretion) and approved by the Agent and the Majority Banks in writing; and (ii) up to $100,000,000 (but not to exceed, when combined with amounts of Indebtedness incurred pursuant to clause (i) of this [Section]9.1(k), $175,000,000) of Indebtedness which may rank PARI PASSU with the Obligations; PROVIDED, HOWEVER, that the terms of such Indebtedness shall include the following: (A) the maturity date of any such Indebtedness occurs at least one hundred twenty (120) days following the Revolving Credit Loan Maturity Date; (B) with respect to subordinated Indebtedness described in clause (i) of this [Section]9.1(k), no principal, interest, fees or other amounts with respect thereto are due and payable upon the occurrence and during the continuance of a Default or Event of Default; (C) with respect to subordinated Indebtedness described in clause (i) of this [Section]9.1(k), no principal or sinking fund payments are due prior to at least one hundred twenty (120) days following the Revolving Credit Loan Maturity Date; (D) the rate of interest and other fees applicable to such Indebtedness are, in the reasonable judgment of the Agent and the Majority Banks, a market rate for companies with the same or similar financial profile as the Borrower; (E) the covenants, including affirmative, negative and financial covenants, included therein are, in the reasonable judgment of the Agent and the Majority Banks, less restrictive than the covenants set forth in [Sections]8, 9 and 10 hereof and do not contain a negative pledge on assets of the Borrower and the other Transaction Parties (but may, with respect to PARI PASSU Indebtedness described in clause (ii) of this [Section]9.1(k), contain an "equal and ratable clause" with respect to any refinancing collateral obtained by the Agent and the Banks); (F) the terms and conditions of which may not be amended without the prior written consent of the Agent and the Majority Banks; (G) default provisions with respect to which do not cross-default to the Credit Agreement and the other Loan Documents, except that, with respect to PARI PASSU Indebtedness described in clause (ii) of this [Section]9.1(k), such default provisions may cross-default to a Default or Event of Default under [Section]13.1(a) or (b), to the extent that any such Default or Event of Default is not cured or waived within thirty (30) days after the occurrence thereof; and (H) such other terms and conditions as the Agent and the Majority Banks may reasonably require; PROVIDED, FURTHER, that prior to the incurrence of any debt listed on Schedule 10.3 heretosuch Indebtedness, so long as the Borrower shall provide to the Agent PRO FORMA financial statements and compliance certificates in the form of EXHIBIT C indicating that for the period from the date of the incurrence of such refinancing is Indebtedness until the Revolving Credit Loan Maturity Date, no Default or Event of Default would result from the incurrence of such Indebtedness; and (l) Indebtedness not for otherwise set forth in clauses (a)-(k) of this [Section]9.1 in an amount not to exceed $2,000,000 in excess of 100% of the fair market value of the asset being refinancedaggregate.

Restrictions on Indebtedness. The Borrower and Neither the Company nor any of its Subsidiaries will not shall become or be a guarantor or surety of, or otherwise create, incur, assume, guaranty or be or remain liable, 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:: 79 -73- (a) Indebtedness to the Lenders arising under any of this Agreement or the other Loan Documents; (b) current liabilities Existing Indebtedness of the Borrower Company and its Subsidiaries listed on Schedule 9.1(b) hereto on the terms and conditions in effect as of the date hereof, including extensions, renewals and refinancing of such Indebtedness in amounts no greater than and on terms no more restrictive than exist on the Closing Date; (i) Indebtedness incurred by the Company or any Subsidiary with respect to any suretyship or performance bond incurred in the ordinary course of its business but not incurred through (i) the borrowing of money, or other than landfill closure bonds); and (ii) Guarantees of the obtaining Subsidiaries' obligations to governmental authorities in lieu of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases the posting of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5any landfill closure bonds; (d) Unsecured Indebtedness in respect of judgments the Company, including commercial paper, which is pari passu or awards subordinated to the Obligations; provided that have been in force for less than the applicable period for taking an appeal so long as execution is there does not levied thereunder exist a Default or in respect Event of which the Borrower shall Default at the time in good faith of the incurrence of such Indebtedness and no Default or Event of Default would be prosecuting an appeal or proceedings for review and in respect created by incurrence of which a stay of execution shall have been obtained pending such appeal or reviewIndebtedness; (ei) Indebtedness incurred in connection of the Company's Subsidiaries, (ii) secured Indebtedness of the Company, and (iii) Indebtedness with respect to landfill closure bonds of the acquisition after the date hereof of any real or personal property by the Borrower, Company's Subsidiaries; provided that the aggregate principal amount of such Indebtedness in (i), (ii) and (iii) shall not exceed 7.5% of the Borrower outstanding Consolidated Tangible Assets at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceededtime; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing of Sanifill with respect to the Sanifill Convertible Subordinated Debt on the date of this Agreement terms and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long conditions in effect as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.Closing Date;

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assumesuffer or permit to exist, guaranty or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness, except the following (which Indebtedness other than:is expressly permitted): (a) Indebtedness to outstanding at the Lenders arising under any date of this Agreement as set forth on Schedule 5.16 and refinancings, replacements or extensions thereof, provided the Loan Documents;principal amount thereof is not increased. (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes(i) Taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor thereof shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 8.2 hereof, (dii) Indebtedness in respect of judgments or awards that (A) which have been in force for less than the applicable appeal period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Gerber or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Lenders and in respect of which a stay of execution shall have been obtained pending such appeal or review;review and for which adequate reserves have been established in accordance with generally accepted accounting principles or (B) not constituting an Event of Default under Section 10.1(g) and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (c) Indebtedness in an amount not to exceed $5,000,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Lenders under the Loan Documents. (e) (i) Indebtedness of any Loan Party to another Loan Party; (ii) short-term Indebtedness (i.e. Indebtedness to be repaid within 90 days) of (A) any 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 Loan Parties to Loan Parties in an aggregate amount together with the amount of Investments described in Section 9.3(d)(ii) with respect to such Subsidiaries, in each case made after the Closing Date, not to exceed $30,000,000 with respect to all such 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; provided, however, that notwithstanding the other terms of this Section 9.1(e), the aggregate amount of Indebtedness of any one wholly-owned Subsidiary of Gerber that is not a Loan Party incurred in accordance with clauses (iii) and (v) of this paragraph, together with (A) the amount of any Indebtedness of any Related Subsidiaries incurred in accordance with clauses (iii) and (v) of this paragraph and (B) the aggregate amount of Investments described in Section 9.3(d)(ii) and (iii) with respect to such Subsidiary and Related Subsidiaries shall not exceed $10,000,000 (other than Gerber Australia for which such amount shall not exceed $5,000,000 and Gerber Hong Kong for such amount shall not exceed $15,000,000). (f) Indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with any Investment permitted under Section 9.3 or the acquisition after the date hereof disposition of any real business, assets or personal property by Equity Interests of the BorrowerBorrowers and their Subsidiaries, provided that the maximum aggregate principal amount liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrowers and their Subsidiaries in connection with such disposition. (g) Indebtedness in respect of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andYunique Earnout. (fh) Indebtedness in respect of the Connecticut Master Lease. (i) Net obligations (contingent or otherwise) existing on or arising under any Hedging Agreements valued at their Swap Termination Value, provided, that such obligations are (or were) entered into by Gerber or its Subsidiaries in the date ordinary course of this Agreement business and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess purposes of 100% of the fair market value of the asset being refinancedspeculation.

Restrictions on Indebtedness. The Borrower Borrowers will not, and its will ---------------------------- not permit any of their Non-Excluded Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:than (to the extent not prohibited by the Subordinated Debt Documents that are then in effect): (a) Indebtedness to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower Borrowers or such Non-Excluded Subsidiary incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5(S)9.8; (d) 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 Borrowers or such Non-Excluded 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) endorsements of checks and similar negotiable instruments for collection, deposit or negotiation, and warranties of products or services, in each case incurred in the ordinary course of business; (f) unsecured Subordinated Debt; (g) obligations incurred after the Closing Date under Capitalized Leases not listed on Schedule 10.1 and Indebtedness incurred in ------------- connection with the acquisition after the such date hereof of any real or personal property by the BorrowerBorrowers or such Non-Excluded Subsidiary, and Indebtedness permitted by the Subordinated Debt Documents then in effect, extending the maturity of, or refunding or refinancing, in whole or in part, any such Indebtedness, provided that the aggregate terms of -------- any such extending, refunding or refinancing Indebtedness, and of any agreement or instrument relating thereto, are otherwise permitted by the Loan Documents and further provided that the principal amount of ------- -------- such Indebtedness shall not be increased above the amount of such Indebtedness outstanding on the date of such extension, refunding or refinancing, and the direct (and any contingent) obligors therefor and any collateral security in respect thereof shall not be changed (or increased), as a result of or in connection with such extension, refunding, or refinancing, and further provided that the aggregate ------- -------- principal amount of all such Capitalized Lease obligations and Indebtedness of the Borrower outstanding at any one time Borrowers and their Non-Excluded Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.0015,000,000 at any one time, and the Borrower shall promptly notify foregoing must constitute "Purchase Money Indebtedness" or "Capitalized Lease Obligations" under (and as defined in) the Agent; andSubordinated Indenture; (fh) Indebtedness existing on the date of this Agreement Closing Date and listed and described on Schedule 10.3 10.1 hereto, including and Indebtedness permitted by the ------------- Subordinated Debt Documents then in effect, constituting "Refinancing Indebtedness" under (and as defined in) the Subordinated Indenture, extending the maturity of, or refunding or refinancing, in whole or in part, any refinancing such Indebtedness, provided that the terms of any debt listed such -------- extending, refunding or refinancing Indebtedness, and of any agreement or instrument relating thereto, are otherwise permitted by the Loan Documents and further provided that the principal amount of such ------- -------- Indebtedness shall not be increased above the "Total Facility Amount" of such Indebtedness as indicated on Schedule 10.3 hereto10.1, except to the ------------- extent that such increase is permitted pursuant to (S)10.1(k), (l) or (n) hereof, and the direct (and any contingent) obligors therefor 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, refunding, or refinancing; (i) Indebtedness of (x) any Guarantor (other than ▇▇▇▇▇▇▇▇ and its Subsidiaries) to any Borrower or to another Guarantor; or (y) any Borrower to any Guarantor or to another Borrower; in the form of intercompany loans or advances; so long as all such Indebtedness referred to in this clause (i) is on a demand basis, such Indebtedness is not prohibited by the Subordinated Debt Documents then in effect, and such Indebtedness constitutes "Permitted Indebtedness" under clause (v) or (vi) of the definition of such term in the Subordinated Indenture; (j) Indebtedness of the Company to Culligan under the Tax Sharing Agreement and the Distribution Agreement; (k) Indebtedness of the Borrowers or any Domestic Non-Excluded Subsidiaries in a principal amount which does not exceed, in the aggregate, $15,000,000 at any time outstanding, except that ------ Indebtedness of ▇▇▇▇▇▇▇▇ or any of its respective Subsidiaries is not permitted under this clause (k); (l) Indebtedness incurred in connection with any Permitted Acquisitions, including Indebtedness of Persons acquired pursuant to (S)10.5.1 hereof, so long as the aggregate principal amount of all such refinancing Indebtedness does not exceed $20,000,000 at any time outstanding; (m) Indebtedness not exceeding $50,000,000 (less the amount of any Investments in Joint Venture Subsidiaries made pursuant to (S)10.3(f)(ii) hereof) in the aggregate at any time outstanding of Wholly-Owned Non-Excluded Subsidiaries and Joint Venture Subsidiaries to the Company or to another Wholly-Owned Non-Excluded Subsidiary in the form of intercompany loans or advances so long as all such Indebtedness is on a demand basis, such Indebtedness is not prohibited by the Subordinated Debt Documents that are then in effect, and such Indebtedness constitutes "Permitted Indebtedness" under clause (v) or (vi) of the definition of such term in the Subordinated Indenture; (n) Indebtedness of Foreign Non-Excluded Subsidiaries in the principal amount which does not exceed, in the aggregate, $15,000,000 at any time outstanding; (o) Indebtedness incurred for the purpose of making the Investment in Samsonite Italia permitted under (S)10.3(n) hereof, in an amount not in excess of 100% the cash permitted to be, and actually paid by the Borrowers or Non-Excluded Subsidiaries after the Closing Date for such purpose; (p) Indebtedness in the amounts listed on Schedule 10.1(p) ---------------- hereof that is existing on the Closing Date and additional Indebtedness incurred pursuant to the loan facilities in effect on the Closing Date, as listed on Schedule 10.1(p) hereof, owing by ---------------- Emerging Market Subsidiaries, to the extent that the Emerging Market Subsidiary which is the obligor of such Indebtedness becomes a Non- Excluded Subsidiary, provided that the principal amount of the fair market value -------- Indebtedness of any such Emerging Market Subsidiary permitted by this clause (p) shall not exceed the "Total Facility Amount" of such Indebtedness, as indicated on Schedule 10.1(p) hereof; ---------------- (q) Indebtedness incurred by an Emerging Market Subsidiary between the Closing Date and the date that such Emerging Market Subsidiary becomes a Non-Excluded Subsidiary, so long as the aggregate Indebtedness referred to in this clause (q) by all Emerging Market Subsidiaries which become Non-Excluded Subsidiaries after the Closing Date does not exceed $2,500,000 in the aggregate and so long as neither of the asset being refinancedBorrowers and none of the other Non-Excluded Subsidiaries (nor any of the assets of any of them) are obligors (or collateral) with respect to any such Indebtedness referred to in this clause (q) (except to the extent that the obligations of (or collateral granted by) a Borrower or other Non-Excluded Subsidiary in respect of any such Indebtedness referred to in this clause (q) is otherwise permitted by (S)10.1(k), 10.1(l), 10.1(n) or 10.2(i)); (r) Indebtedness of Samsonite Europe incurred and utilized to refinance the Foreign Term Loan (the "Foreign Term Loan Refinancing Debt"), subject to the conditions that (i) the amount of the Foreign Term Loan Refinancing Debt does not exceed the initial principal amount of the Foreign Term Loan, (ii) (x) the proceeds of the Foreign Term Loan Refinancing Debt shall first be applied to (and must be ----- sufficient to) repay the then outstanding principal balance of the Foreign Term Loan in full, and (y) the amount by which the proceeds of the Foreign Term Loan Refinancing Debt exceeds the then outstanding principal balance of the Foreign Term Loan shall be subject to and applied in accordance with (S)3.3.3, (iii) no principal payments are due upon the Foreign Term Loan Refinancing Debt until the later to occur of the date six (6) months after the Revolving Credit Loan Maturity Date or, if any portion of the Domestic Term Loan remains outstanding immediately after giving effect to the application of the proceeds of such Foreign Term Loan Refinancing Debt, the date six (6) months after the Domestic Term Loan Maturity Date, (iv) any guarantee of such Foreign Term Loan Refinancing Debt by the Company is subordinated, in a manner no less favorable to the Lenders and the other applicable Persons benefited thereby than the subordination provisions set forth in the Subordinated Indenture, to the Obligations owed to the Lenders, (v) the Foreign Term Loan Refinancing Debt is subordinated, in a manner no less favorable to the Lenders and the other applicable Persons benefited thereby than the subordination provisions set forth in the Subordinated Indenture, to the Obligations owed to the Lenders by Samsonite Europe and to all current and future obligations of Samsonite Europe and its Subsidiaries to pay any license fees, royalties and similar amounts, however characterized, to the Company, and (vi) the documents evidencing or executed in connection with such Foreign Term Loan Refinancing Debt do not directly or indirectly provide for an event of default to occur or for the borrower thereunder to be obligated to pay, purchase or redeem prior to the scheduled maturity thereof, any of such Foreign Term Loan Refinancing Debt by reason of or based upon any event or circumstance relating to the Company or the consolidated or separate financial condition of the Company; and (s) the issuance of the 1998 Preferred Stock, pursuant to the 1998 Preferred Stock Documents; provided, however, the provisions of this (S)10.1 shall be subject to the -------- ------- provisions of (S)10.18 and (S)10.23 hereof.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks arising under any of the Loan Documents; (b) current liabilities of the Borrower and its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing on in respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in Section 8.3(d) or (e); and (g) subject to the date provisions of this Agreement and listed and Section 9, Indebtedness described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.SCHEDULE 8.1

Restrictions on Indebtedness. The Borrower and its Subsidiaries No Obligor will not create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders arising under any of the Loan Documents; (b) current liabilities of the Borrower any Obligor incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) Indebtedness in respect of judgments or awards not in excess of $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 which the Borrower Obligor 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) endorsements for collection, deposit or negotia tion and warranties of products or services, in each case incurred in the ordinary course of business; (f) the Intercompany Loans; (g) Indebtedness incurred in connection with for the acquisition after construction of the date hereof new distribution and office center for the Obligors, the terms of any real or personal property which Indebtedness are approved by the BorrowerAgent in its discretion, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time which approval shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentunreasonably withheld; and (fh) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 8.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower Borrowers will not, and its Subsidiaries will not permit any of their respective Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks arising under any of the Loan Documents; (b) current liabilities of the Borrower Borrowers or their respective Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection 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 Section 8.3(d) or (e); (g) subject to the acquisition after provisions of Section 8.1(h)(i) and Section 9, secured Indebtedness of ▇▇▇▇▇▇ and its Subsidiaries in an aggregate outstanding principal amount not exceeding forty percent (40%) of ▇▇▇▇▇▇'▇ Consolidated Total Assets; and (h) subject to the date hereof provisions of any real Section 9, secured or personal property by unsecured recourse Indebtedness of the BorrowerBorrowers, provided that (i) the aggregate outstanding principal amount of such Indebtedness (excluding the Obligations) and the portion of the Borrower outstanding at any one time Indebtedness described in Section 8.1(g) that is recourse to ▇▇▇▇▇▇ and its Subsidiaries shall not cause exceed five percent (5%) of ▇▇▇▇▇▇'▇ Consolidated Total Assets (provided, however, that with respect to senior unsecured recourse Indebtedness of the Borrowers only, the aggregate outstanding amount of such Indebtedness (excluding the Obligations, but including any of such Indebtedness permitted within the five percent (5%) threshold described above) shall not exceed fifty percent (50%) of ▇▇▇▇▇▇'▇ Consolidated Total Assets), (ii) at the time such Indebtedness is issued the scheduled maturity date of such Indebtedness is not sooner than 180 days after the Maturity Date (after giving effect to value ratio set forth any extension of the Maturity Date which may have been requested by the Borrowers prior to the issuance of such Indebtedness or approved by the Banks, whether or not the same has become effective), and (iii) any covenants or restrictions imposed upon the Borrowers or their respective Subsidiaries in Section 11.1 connection with such Indebtedness shall not individually or in the aggregate be more restrictive against the Borrowers and their respective Subsidiaries than the covenants and restrictions imposed pursuant to be exceeded; this Agreement or the other Loan Documents, and provided further that if neither ▇▇▇▇▇▇ nor any of its Subsidiaries shall incur any of the Indebtedness described in this Section 8.1(h) unless it shall have provided to the Banks (A) prior written notice of the proposed issuance of such Indebtedness, a statement that no Default or Event of Default exists and a certificate that the Borrowers will be in compliance with its covenants referred to therein after giving effect to such incurrence, (B) evidence reasonably satisfactory to the Agent that the Rating Agencies have been advised of the issuance of such Indebtedness exceeds within five (5) days of such issuance, and (C) upon the request of Agent, evidence that the annual rating maintenance fee has been paid to the Rating Agencies; (i) subject to the provisions of Section 9, Indebtedness in an aggregate outstanding principal amount not exceeding $150,000,000.00 at any time of $20,000,000.00Borrowers pursuant to that certain Revolving Credit Agreement dated December 15, 1997, among Borrowers, BKB, the Borrower shall promptly notify the other banks which are a party thereto and which may become a party thereto and BKB, as Agent; and (fj) unsecured Indebtedness existing on between ▇▇▇▇▇▇ and WDOP provided that the date terms of this Agreement such Indebtedness are satisfactory to the Majority Banks and listed and described on Schedule 10.3 hereto, including any refinancing the repayment of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% Indebtedness shall be subordinate at all times to repayment of the fair market value of Obligations pursuant to a subordination and standstill agreement in form and substance satisfactory to the asset being refinancedMajority Banks.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks arising under any of the Loan Documents; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business business, including letters of credit not to exceed $1,500,000.00 in the aggregate, 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; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) 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 the provisions of Section 9, Non-recourse Indebtedness incurred of the Borrower or any Subsidiary of the Borrower related to the acquisition of Real Estate or a refinance of the Prudential Loan in an aggregate outstanding principal amount not to exceed thirty-five percent (35%) of the value of the Consolidated Total Assets of the Borrower, adjusted pursuant to Section 9.7; (g) Indebtedness in respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in Section 8.3(d) or (e); (h) The Prudential Loan, provided the Prudential Loan shall remain Non-recourse as to the Borrower; (i) Indebtedness not to exceed $2,000,000.00 in the aggregate in respect of note purchase agreement(s) relating to loans made to executive officers of the Borrower for the purchase of shares of beneficial interest in the Borrower; and (j) unsecured Debt Offerings which have been granted an Investment Grade Rating by either of the Rating Agencies at the time of issuance provided (i) at the time such Indebtedness is issued the scheduled maturity date of such Indebtedness is not sooner than six (6) days after the Maturity Date (after giving effect to any extension of the Maturity Date which may have been requested by the Borrower prior to the issuance of such Indebtedness or approved by the Banks, whether or not the same has become effective), and (ii) Borrower shall exercise its best efforts to ensure that any covenants or restrictions imposed upon the Borrower, the Guarantor or their respective Subsidiaries in connection with such Indebtedness shall not individually or in the acquisition aggregate be more restrictive against the Borrower, the Guarantor and their respective Subsidiaries than the covenants and restrictions imposed pursuant to this Agreement or the other Loan Documents, but in any event, the covenants and restrictions imposed in connection with such Indebtedness shall not be more restrictive than the covenants and restrictions contained in Section 8.1, Section 8.2, Section 8.3, Section 8.7 and Section 9 of this Agreement; and provided further that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall incur any of the Indebtedness described in this Section 8.1(j) unless it shall have provided to the Banks prior written notice of the proposed issuance of such Indebtedness, a statement that no Default or Event of Default exists and a certificate that the Borrower will be in compliance with its covenants referred to herein after the date hereof giving effect to such incurrence; and (k) Indebtedness of any real Subsidiaries to Borrower or personal property by the other Subsidiaries of Borrower, provided that the aggregate principal amount repayment of such Indebtedness shall be subordinate at all times to repayment of the Borrower outstanding at any one time shall not cause Obligations pursuant to a subordination and standstill agreement in form satisfactory to the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinancedMajority Banks.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not None of the Borrowers shall become or be a guarantor or surety of, or otherwise create, incur, assume, guaranty or be or remain liable, 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 to the Lenders Banks and the Agent arising under any of this Agreement or the Loan Documents; (b) current liabilities Subject to 8.9, Subordinated Debt in an aggregate outstanding principal amount not to exceed $15,000,000; (c) Existing Indebtedness with respect to loans and capitalized leases listed on Schedule 8.1(c) hereto in an aggregate amount not to exceed $7,500,000, on the terms and conditions in effect as of the Borrower date hereof, together with any renewals, extensions or refinancings thereof on terms which are not materially different than those in effect as of the date hereof; (d) Current liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (ce) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 7.8 and Section 9.5Indebtedness of the Borrowers secured by liens of carriers, warehousemen, mechanics and materialmen permitted by 8.2; (df) Indebtedness in respect of judgments or awards that 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 any 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 reviewreview and in respect of which the Borrowers have maintained adequate reserves; (eg) Indebtedness of any Borrower with respect to 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; (h) [Intentionally omitted]; (i) Indebtedness of any Subsidiary owing to the Parent; (j) Intercompany Indebtedness among the Subsidiaries; (k) Indebtedness in respect of a letter of credit issued by Allbank Bank in the face amount of $168,000; provided that if the Agent, in its sole and absolute discretion, at any time and for any reason so requests, the Borrowers shall promptly replace such letter of credit with a Letter of Credit issued by the Agent pursuant to the terms of this Credit Agreement; (l) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, Borrowers under any lease; provided that the aggregate outstanding principal amount of such Indebtedness of the Borrower outstanding Borrowers shall not exceed $10,000,000 at any one time time; (m) Indebtedness incurred in connection with the acquisition by the Borrowers of real or personal property, including Indebtedness in respect of non-compete payments; provided that the aggregate outstanding principal amount of such Indebtedness of the Borrowers shall not cause exceed $15,000,000 at any time; (n) Indebtedness in an aggregate amount not to exceed $10,501,284 payable to Clinton County, New York under and in accordance with the terms of the Clinton Lease; (o) Indebtedness under fuel price swaps, fuel price caps, and fuel price collar or floor agreements, and similar agreements or arrangements designed to value ratio set forth protect against or manage fluctuations in Section 11.1 fuel prices with respect to be exceeded; fuel purchased in the ordinary course of business of the Borrowers, provided further that if such Indebtedness exceeds the aggregate amount of such agreements do not exceed $20,000,000.00500,000, the Borrower shall promptly notify maturity of such agreements do not exceed six (6) months, the Agentterms are consistent with past practices of the Borrowers, and such agreements are entered into with the Agent or any Bank and secured by the Collateral; and (fp) Indebtedness existing on in respect of interest rate protection arrangements satisfactory to the date of this Agreement Agent entered into with the Agent or any Bank and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of secured by the fair market value of the asset being refinancedCollateral.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of the Loan Documents; (b) current liabilities and non-capitalized rental obligations of the Borrower or such Subsidiary incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5(S)8.8; (d) 32- 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 in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness under Capitalized Leases plus Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the Borrower not exceeding $3,000,000 in an aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andoutstanding; (fg) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 9.1 hereto, including any refinancing ; and (h) obligations under guaranties in respect of any debt listed on Schedule 10.3 hereto, so long as such refinancing is Indebtedness of others in an aggregate amount not for an amount in excess of 100% of the fair market value of the asset being refinanced$100,000 at any time.

Restrictions on Indebtedness. The Borrower Company will not, and its Subsidiaries will not permit any Subsidiary to, create, incur, assume, guaranty guarantee, or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:than the following ("Permitted Indebtedness"): (a) Indebtedness to the Lenders arising under any of the Loan DocumentsInvestor; (b) current liabilities of the Borrower The Franklin Indebtedness; (c) Current Liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money, money or (ii) the obtaining of credit credit, except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesservices in the ordinary course of business; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials materials, and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.4 hereof; (de) 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 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; (ef) Endorsements for collection, deposit, or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (g) Indebtedness incurred in connection with the acquisition acquisition, after the date hereof hereof, of any real or personal property by the BorrowerCompany, provided that (i) the aggregate principal amount of such Indebtedness shall not exceed in any case 90% of the Borrower outstanding at any one time cost, to the Company, of the real or personal property so acquired and (ii) the aggregate annual principal payments on all such Indebtedness shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceededexceed $15,000; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andor (fh) Indebtedness under or in respect of agreements or instruments other than those listed in this Section 7.10 that are existing on the date of this Agreement and listed and described on Schedule 10.3 SCHEDULE 7.10(h) hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Lender arising under any of the Loan Documents; (b) current Current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5[SECTION]7.8; (d) 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 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) Indebtedness Endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing on the date in respect of this Agreement Player Contracts or Coach Services Contracts; (g) Ticket refunds payable; (h) Capitalized Leases as determined in accordance with generally accepted accounting principles and listed and described on Schedule 10.3 hereto, including purchase money financing of equipment in an aggregate amount at any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is time outstanding not for an amount in excess of 100% to exceed $500,000; and (i) Indebtedness of the fair market value Borrower consisting of its obligations as a partner or member of the asset being refinancedNBA other than obligations in respect of borrowed money.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of the Loan Documents; (b) current liabilities endorsements for collection, deposit or negotiation and warranties of the Borrower products or services, in each case incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesbusiness; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; (d) 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the BorrowerBorrower or such Subsidiary or under any Capitalized Lease, or Indebtedness incurred by any Subsidiary for working capital purposes, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time and its Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and7,500,000 at any one time; (fd) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 10.1 hereto, including ; (e) Indebtedness of a Guarantor to the Borrower or another Guarantor and Indebtedness of the Borrower to any refinancing Guarantor; (f) unsecured Indebtedness of any debt listed on Schedule 10.3 heretoForeign Subsidiary to the Borrower provided (i) no Default or Event of Default has occurred and is continuing or would exist as a result thereof; and (ii) such Indebtedness is evidenced by an intercompany note in form and substance acceptable to the Agent, so long as and such refinancing note is pledged by the Borrower to the Agent to secure the Borrower's Obligations hereunder; and (g) Indebtedness of a Foreign Subsidiary not otherwise provided for in this §10.1, provided that the aggregate principal amount of all such Indebtedness for all Foreign Subsidiaries shall not exceed at any one time an amount in excess of 100% of the fair market value of the asset being refinancedequal to $5,000,000.

Restrictions on Indebtedness. The Borrower Company will not, and its Subsidiaries will not permit any Subsidiary to, create, incur, assume, guaranty guarantee, or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:than the following ("Permitted Indebtedness"): (a) Indebtedness to the Lenders arising under any of the Loan DocumentsInvestor; (b) current liabilities of the Borrower The Franklin Indebtedness; (c) Current Liabilities incurred in the ordinary course of business but not incurred through (i) the borrowing of money, money or (ii) the obtaining of credit credit, except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesservices in the ordinary course of business; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials materials, and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.4 hereof; (de) 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 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; (ef) Endorsements for collection, deposit, or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (g) Indebtedness incurred in connection with the acquisition acquisition, after the date hereof hereof, of any real or personal property by the BorrowerCompany, provided that (i) the aggregate principal amount of such Indebtedness shall not exceed in any case 90% of the Borrower outstanding at any one time cost, to the Company, of the real or personal property so acquired and (ii) the aggregate annual principal payments on all such Indebtedness shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceededexceed $15,000; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andor (fh) Indebtedness under or in respect of agreements or instruments other than those listed in this Section 7.10 that are existing on the date of this Agreement and listed and described on Schedule 10.3 7.10(h) hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower Borrowers will not, and its Subsidiaries will not permit any Subsidiary to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of this Agreement or the other Loan Documents; (b) current Existing Indebtedness as listed on SCHEDULE 6.1 hereto, on the terms and conditions in effect as of the date hereof; (c) Current liabilities of the Borrower Borrowers incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 5.6 and Indebtedness secured by liens of carriers, warehousemen, mechanics and materialmen permitted by Section 9.56.2; (de) Indebtedness in respect of judgments or awards that 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 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 reviewreview 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; (ef) Other Indebtedness, not to exceed $5,000,000 in the aggregate, incurred after the date hereof (including existing Indebtedness of any Subsidiaries of the Borrowers acquired after the date hereof), through the borrowing of money or the obtaining of credit, incurred in connection with the lease or acquisition of property or fixed assets useful or intended to be used in carrying on the business of the Borrowers and their Subsidiaries, PROVIDED THAT all such Indebtedness in excess of $1,000,000 ("Additional Indebtedness") shall have a final maturity date after the date hereof Maturity Date, and PROVIDED FURTHER that to the extent that scheduled principal payments of any real or personal property such Additional Indebtedness are payable after the Maturity Date, the Total Commitment Amount, as applicable, shall be reduced by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinancedpayments.

Restrictions on Indebtedness. The Borrower Borrowers will not, and its Subsidiaries will not permit any Subsidiary to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Agent or any Lender arising under any of this Agreement or the Loan other Credit Documents; (b) current Existing Indebtedness as listed on ANNEX I hereto, on the terms and conditions in effect as of the date hereof; (c) Current liabilities of the Borrower Borrowers incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (cd) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 7.07 hereof and Indebtedness secured by liens of carriers, warehousemen, mechanics and materialmen permitted by Section 9.58.02(e) hereof; (de) Indebtedness in respect of judgments or awards that 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 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; (e) review and in respect of which the Borrowers have maintained adequate reserves; and Indebtedness incurred in connection respect of a final judgment against any Borrower which is undischarged, unsatisfied and unstayed and which, with other outstanding final judgments, undischarged against the acquisition after the date hereof of any real or personal property by the Borrower, provided that the Borrowers does not exceed $1,000,000 in aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentamount; and (f) Other Indebtedness, not to exceed $7,000,000 in the aggregate, incurred after the date hereof (including existing Indebtedness existing of any Subsidiaries of the Borrowers acquired after the date hereof), through the borrowing of money or the obtaining of credit, incurred in connection with the lease or acquisition of property or fixed assets useful or intended to be used in carrying on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% business of the fair market value of Borrowers and the asset being refinancedSubsidiaries.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Agent and the Lenders (and their respective Affiliates) arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred other than 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; (c) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $250,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.9; (d) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $1,000,000 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 shall which, at the time in time, a good faith be prosecuting an appeal or proceedings 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) Indebtedness endorsements for collection, deposit or negotiation incurred in connection 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 or the Trust and is Without Recourse to any of the respective assets of any of the Borrower or the Trust other than to the specific Real Estate Asset or Assets acquired, refinanced or rehabilitated with the acquisition after proceeds of such Indebtedness, except that, notwithstanding the date hereof foregoing, a portion of such Indebtedness at any time outstanding not in excess of ten percent (10%) of Consolidated Gross Asset Value may be Recourse Indebtedness of the Borrower so long as such Indebtedness is not secured by any Eligible Unencumbered Property or a pledge of the equity of any real Subsidiary that owns an Eligible Unencumbered Property, (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or personal property by Event of Default hereunder and (iii) such Indebtedness, in the Borroweraggregate, does not exceed fifty-five percent (55%) of Consolidated Gross Asset Value; (g) contingent liabilities of the Borrower 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; and (h) Indebtedness of the Borrower 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, provided that the aggregate principal amount of such Indebtedness permitted by this clause (h) shall not exceed $500,000 at any time outstanding. Notwithstanding the foregoing, 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. 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 outstanding at or the Trust, or any one time shall of their respective assets. The terms and provisions of this §9.1 are in addition to, and not cause in limitation of, the Indebtedness to value ratio covenants set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced§10.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders arising under any of the Loan DocumentsBank; (b) current Current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, assessments or other governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.54.6; (d) 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 shall at the time in good faith be prosecuting pre-securing an appeal or proceedings proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness respect to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andworker's compensation awards; (f) Indebtedness existing consisting of obligations in respect of deferred compensation agreements, termination benefits and other employee benefit plans, as each such agreement, benefit and plan is in effect on the date of this Agreement hereof; (g) Unsecured and secured Indebtedness listed on SCHEDULE 6.1(G) hereto as in effect on the date hereof and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for thereof in an amount not in excess of 100% the amount outstanding (as to term loans) or committed (as to revolving credit facilities) on the date hereof; or (h) With the prior written consent of Bank, which consent may be granted or withheld in the sole discretion of the fair market value of the asset being refinancedBank, additional unsecured Indebtedness.

Restrictions on Indebtedness. The Subject to the further restrictions of §9, neither the Borrower and its Subsidiaries nor the Guarantors will not create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower such Persons incurred in the ordinary course of business but not incurred through (i) the borrowing of money, 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; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor therefore shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§7.12; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing on of the date Borrower and Guarantors with respect to Bonding Obligations (less the aggregate value of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing completed work); (g) Indebtedness in respect of the Senior Project Revolver; and (h) Indebtedness of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess Subsidiary or Joint Venture with respect to Other Projects (but excluding any Indebtedness of 100% of the fair market value of the asset being refinancedSignal Landmark or Signal Holdings).

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders arising under any of the Loan Documents; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through 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; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§7.8; (d) Indebtedness in respect of judgments or awards that have been only to the extent, for the period and for an amount not resulting in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect Event 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 reviewDefault; (e) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after ordinary course of business; (f) subject to the date hereof provisions of §8.1, Indebtedness of Borrower in respect of Derivatives Contracts that are entered into in the ordinary course of business and not for speculative purposes; (g) subject to the provisions of §8.1, Non-Recourse Indebtedness of Subsidiaries of Borrower (other than any real or personal property Guarantor) that is secured by Real Estate and related assets (which may include the BorrowerEquity Interests of Subsidiaries that own Real Estate provided that such Real Estate is not an Unencumbered Pool Property); (h) subject to the provisions of §8.1, Secured Debt of Borrower that is Recourse Indebtedness, provided that the aggregate principal amount of all such Secured Debt that is Recourse Indebtedness of the Borrower outstanding at any one time shall not cause exceed ten percent (10%) of Consolidated Total Adjusted Asset Value; (i) subject to the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount provisions of $20,000,000.00§8.1, the Unsecured Debt of Borrower shall promptly notify the Agentand Guarantors; and (fj) unsecured intercompany loans and advances to the extent permitted by §8.4; provided that if Borrower or SCA is an obligor with respect to such intercompany loan, such loan shall be subordinated in right and time of payment to the Obligations pursuant to a subordination agreement satisfactory to Agent. Notwithstanding anything in this Agreement to the contrary, (w) no Subsidiary of Borrower which directly or indirectly owns an Unencumbered Pool Asset or Intercompany Loan shall create, incur, assume, guarantee or be or remain liable, contingently, with respect to any Indebtedness existing on other than Indebtedness under the date applicable Intercompany Loan, subject to the terms of §7.20(a)(xi), Intercompany Revolver, Hybrid Lease or Qualifying Note Receivable permitted by this Agreement and listed the Indebtedness permitted under §8.2(b), (c) and described on Schedule 10.3 hereto(e), including any refinancing of any debt listed on Schedule 10.3 heretoprovided that if such Subsidiary is also a Guarantor, so long such Guarantor shall have no Indebtedness other than Indebtedness under §8.2(a),(b), (c), (e), (i) (to the extent permitted in clause (i) and, as such refinancing to SCA only, (j), (x) no Indebtedness which is not for an amount in excess of 100% a warehouse facility, repurchase agreement (except as permitted by §8.4(f)) or similar Indebtedness shall be permitted without the prior written consent of the fair market value Required Lenders, (y) except as permitted by clause (z) below, no Indebtedness (other than the Obligations) shall have any Unencumbered Pool Asset, Intercompany Loan or direct or indirect ownership interest in any Unencumbered Pool Asset, Intercompany Loan, Borrower, Hybrid Lease Fee Owner or Guarantor as collateral, a borrowing base, unencumbered asset pool or similar form of credit support for such Indebtedness, and (z) other Unsecured Debt of Borrower permitted pursuant to §8.2(i) may have the Unencumbered Pool Assets and Intercompany Loans as an unencumbered borrowing base, unencumbered asset being refinancedpool or similar unsecured form of credit support for such Indebtedness and may contain restrictions on direct or indirect ownership of Guarantors and Hybrid Lease Fee Owners, which restrictions are no more restrictive than the restrictions contained in this Agreement.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Facility Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary incurred in the ordinary course of business but not incurred through (i) the borrowing of money, 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; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5ss.9.8; (d) Indebtedness (i) constituting contingent obligations with respect to pending litigation which is being contested in good faith by appropriate proceedings and as to which appropriate reserves have been established and (ii) in respect of judgments or awards that (A) 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 in respect of which a stay of execution shall have been obtained pending such appeal or reviewreview and (B) otherwise comply with the terms of Section 14.1(h) hereof; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness represented by (i) the Senior Notes and (ii) the ▇▇▇▇▇▇ Agreements; (g) Indebtedness consisting of notes payable to The ▇▇▇▇▇▇ ▇▇▇ Companies, Inc. or its affiliates or certain professionals retained in the Chapter 11 case, in any event pursuant to the Plan, in an aggregate principal amount not to exceed $8,000,000; (h) Indebtedness constituting rental obligations under Capitalized Leases and Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the BorrowerBorrower or such Subsidiary, provided PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower outstanding at and its Subsidiaries (excluding any one time leases entered into by the Borrower with respect to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ so long as the annual rental obligations thereunder do not exceed $1,200,000) shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and500,000 at any one time; (fi) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 hereto, including SCHEDULE 10.1 hereto and any refinancing refinancings of any debt listed on Schedule 10.3 hereto, so long as such Indebtedness PROVIDED that any such refinancing is not for an amount in excess of 100% of shall be on terms and conditions no less favorable than such existing Indebtedness to the fair market value of Borrower, the asset being refinanced.Lenders and the Facility Agent;

Restrictions on Indebtedness. The Borrower Borrowers will not, and its Subsidiaries will not permit any of their respective Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks arising under any of the Loan Documents; (b) current liabilities of the Borrower Borrowers or their respective Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection 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 Section 8.3(d) or (e); (g) subject to the acquisition after provisions of Section 8.1(h)(i) and Section 9, secured Indebtedness of Wald▇▇ ▇▇▇ its Subsidiaries in an aggregate outstanding principal amount not exceeding forty-six percent (46%) of Wald▇▇'▇ ▇▇▇solidated Total Assets; provided that neither Wald▇▇ ▇▇▇ any of its Subsidiaries may incur any secured Indebtedness following the date hereof unless the secured Indebtedness of any real Wald▇▇ ▇▇▇ its Subsidiaries in aggregate outstanding principal amount as of the date of incurrence thereof and at all times thereafter shall not exceed forty percent (40%) of Wald▇▇'▇ ▇▇▇solidated Total Assets; and (h) subject to the provisions of Section 9, secured or personal property by unsecured recourse Indebtedness of the BorrowerBorrowers, provided that (i) the aggregate outstanding principal amount of such Indebtedness (excluding the Obligations) and the portion of the Borrower outstanding at any one time Indebtedness described in Section 8.1(g) that is recourse to Wald▇▇ ▇▇▇ its Subsidiaries shall not cause exceed five percent (5%) of Wald▇▇'▇ ▇▇▇solidated Total Assets (provided, however, that with respect to senior unsecured recourse Indebtedness of the Borrowers only, the aggregate outstanding amount of such Indebtedness (excluding the Obligations, but including any of such Indebtedness permitted within the five percent (5%) threshold described above) shall not exceed fifty percent (50%) of Wald▇▇'▇ ▇▇▇solidated Total Assets), (ii) at the time such Indebtedness is issued the scheduled maturity date of such Indebtedness is not sooner than 180 days after the Maturity Date (after giving effect to value ratio set forth any extension of the Maturity Date which may have been requested by the Borrowers prior to the issuance of such Indebtedness or approved by the Banks, whether or not the same has become effective), and (iii) any covenants or restrictions imposed upon the Borrowers or their respective Subsidiaries in Section 11.1 connection with such Indebtedness shall not -49- 51 individually or in the aggregate be more restrictive against the Borrowers and their respective Subsidiaries than the covenants and restrictions imposed pursuant to be exceeded; this Agreement or the other Loan Documents, and provided further that if neither Wald▇▇ ▇▇▇ any of its Subsidiaries shall incur any of the Indebtedness described in this Section 8.1(h) unless it shall have provided to the Banks (A) prior written notice of the proposed issuance of such Indebtedness, a statement that no Default or Event of Default exists and a certificate that the Borrowers will be in compliance with its covenants referred to therein after giving effect to such incurrence, (B) evidence reasonably satisfactory to the Agent that the Rating Agencies have been advised of the issuance of such Indebtedness exceeds within five (5) days of such issuance, and (C) upon the aggregate amount request of $20,000,000.00Agent, evidence that the Borrower shall promptly notify annual rating maintenance fee has been paid to the AgentRating Agencies; (i) [Intentionally Omitted]; and (fj) unsecured Indebtedness existing on between Wald▇▇ ▇▇▇ WDOP provided that the date terms of this Agreement such Indebtedness are satisfactory to the Majority Banks and listed and described on Schedule 10.3 hereto, including any refinancing the repayment of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% Indebtedness shall be subordinate at all times to repayment of the fair market value of Obligations pursuant to a subordination and standstill agreement in form and substance satisfactory to the asset being refinancedMajority Banks.

Restrictions on Indebtedness. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.8; (dc) 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 such Loan Party 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; (d) endorsements for collection, deposit or negotiation and warranties of products or services, in 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 BorrowerBorrower or under any Capitalized Leases, provided that (i) the aggregate principal amount of such Indebtedness of the Borrower shall not exceed One Hundred Million Dollars ($100,000,000) outstanding at any one time time, (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not cause exceed one hundred percent (100%) of the purchase price of such property, and (iii) the Administrative Agent, the Borrower, and the holder of such other Indebtedness have entered into an intercreditor agreement in accordance with §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 to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify under the Agent; and 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 (fiii) Indebtedness of CAI or Borrower existing on the date of this Agreement Restatement Date and listed and described on Schedule 10.3 9.1 hereto, including ; (h) any renewal or refinancing of any debt listed on Schedule 10.3 hereto, so long as Indebtedness permitted under this §9.1; provided that any such refinancing is 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 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 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 an amount 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 excess connection with a Permitted Securitization; and (n) other Indebtedness at any time, secured or unsecured; provided that (i) in the case of 100% Indebtedness incurred by CAI, the Borrower, or any of their respective Subsidiaries that is 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 fair market value 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 asset being refinancedBorrower); (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 One Hundred Million Dollars ($100,000,000), 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 respective collateral pools for this facility and all other facilities; 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 Borrower and None of the Borrowers will, nor will permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; (b) current liabilities endorsements for collection, deposit or negotiation and warranties of the Borrower products or services, in each case incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesbusiness; (c) Indebtedness in respect Subordinated Debt; provided that (i) the aggregate principal amount of taxes, assessments, governmental charges or levies such Subordinated Debt plus the aggregate principal amount of Subordinated Debt incurred by the Parent shall not exceed $10,000,000 at any time and claims for labor, materials and supplies (ii) prior to the extent that incurrence of any such Subordinated Debt, the Borrowers shall have demonstrated pro forma compliance with the covenants set forth in §§11.1 and 11.2 (using Consolidated EBITDA or Consolidated EBITDAR, as the case may be) for the Reference Period most recently ended and projected compliance with all covenants hereunder for the four (4) fiscal quarters following the incurrence of such Subordinated Debt; and provided, further, such Subordinated Debt (i) shall be expressly subordinated and made junior to the payment therefor and performance in full of the Obligations on terms which are reasonably satisfactory in all respects to the Required Lenders, (ii) shall not contain terms requiring the payment of cash interest more frequently than quarterly, (iii) shall bear cash interest at the time be a rate per annum not greater than 13%, and any interest which accrues at a per annum rate in excess of 13% is only required to be made paid in accordance with kind prior to the Maturity Date, (iv) shall have a final maturity not earlier than one (1) year following the Maturity Date, and (v) shall otherwise contain terms and provisions of Section 8.9 and Section 9.5reasonably satisfactory to the Required Lenders; (d) 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 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) Indebtedness incurred in connection with the acquisition after the date hereof Original Closing Date of any real or personal property by such Borrower or such Subsidiary or under any Capitalized Lease, and any refinancings, renewals and replacements thereof which contain terms no more onerous to the BorrowerBorrowers than the Indebtedness so refinanced, renewed or replaced, provided that the aggregate principal amount of such Indebtedness (including any such Indebtedness outstanding on the Original Closing Date) of all of the Borrower outstanding at any one time Borrowers and their Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.003,000,000 at any one time; (e) Indebtedness in respect of interest rate agreements, swaps or similar arrangements entered into pursuant to §9.15 to protect the Borrower shall promptly notify the Agent; andBorrowers from changes in interest rates; (f) Indebtedness not otherwise permitted by this §10.1 existing on the date of this Agreement Original Closing Date and listed and described on Schedule 10.3 hereto10.1 hereto and any refinancings thereof not to exceed such original principal amount and on terms and conditions substantially similar thereto; and (g) Indebtedness of a Subsidiary of a Borrower owing to such Borrower and Indebtedness of one Borrower owing to another Borrower; provided that all such intercompany Indebtedness permitted by this §10.1(g), including and all instruments (if any) evidencing any refinancing thereof, shall be pledged and delivered to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, as security for the Obligations pursuant to the provisions of the applicable Security Documents, and the Administrative Agent shall have a first priority perfected lien and security interest therein; and provided further that all such intercompany Indebtedness shall be subordinated to the Obligations on terms satisfactory to the Administrative Agent; (h) guarantees by a Borrower or a Subsidiary of a Borrower of Indebtedness otherwise permitted under this §10.1; (i) Indebtedness consisting of contingent obligations of any debt listed on Schedule 10.3 heretoBorrower or any of its Subsidiaries to repurchase or otherwise redeem Equity Interests of MS LLC from former employees of MS LLC, so long as such refinancing is not for an amount in excess a Borrower or any of 100% their Subsidiaries pursuant to the terms of the fair market value Equity Documents or other employee compensation plans of the asset being refinancedBorrowers and their Subsidiaries and matured obligations to repurchase or otherwise redeem such stock to the extent such repurchase or redemption is permitted under §10.4(d); and (j) other unsecured Indebtedness not otherwise permitted hereunder in an aggregate principal amount of $1,000,000, provided that no Default or Event of Default has occurred and is continuing at the time of the incurrence of such unsecured Indebtedness or would result after giving effect thereto.

Restrictions on Indebtedness. The Borrower Grand Parent and its Subsidiaries will the ---------------------------- Company shall not, and shall not permit any other Omnipoint Entity to, create, incur, assume, guaranty suffer to exist or be otherwise become or remain liable, contingently directly or otherwise, indirectly liable with respect to to, any Indebtedness Indebtedness, other than: (ai) Indebtedness to hereunder and under the Lenders arising under any of the Loan other Note Documents; (bii) current liabilities Indebtedness outstanding on the Closing Date and, with respect to the Omnipoint Loan Parties, set forth on Schedule 7.1 to the Loan Agreement (on a pro forma basis, after giving effect to the refinancing, retirement and payment of amounts outstanding under the Existing Loan Agreement); (iii) Indebtedness permitted under Section 10.3; (iv) Additional Loans as permitted pursuant to Section 2.1(b) of the Borrower Loan Agreement; (v) Indebtedness of Grand Parent that is (i) unsecured or secured solely by the assets of any one or more Non-Party Subsidiaries, (ii) not guaranteed or supported by the Company or any Guarantor (other than limited recourse guaranties by OHI secured by Liens permitted pursuant to Section 10.2(x), (iii) on terms and conditions at least as favorable as then prevailing "market terms" and (iv) the proceeds of which are used in Grand Parent's and its Subsidiaries' telecommunications business. (vi) Provided that the Holders have received a certificate of the chief or principal accounting or financial officer of the Company to the effect that no Default is in existence or would result therefrom, Indebtedness of the Company (including vendor financing) secured on a pari passu basis with the Notes (pursuant to an intercreditor arrangement to be negotiated in good faith and with out unreasonable delay with the Secured Creditors, providing sharing of the proceeds of collateral on a pro rata basis similar to the Intercreditor Agreement, which arrangement shall be satisfactory to the Required Secured Creditors); (vii) So long as no Default is in existence or would result therefrom, (A) Indebtedness secured in accordance with Section 10.2(vi), (vii) and (viii), as applicable, incurred in the acquisition of Real Estate capital lease obligations and (B) other purchase money financing, in an aggregate amount (including any refinancing thereof pursuant to clause (x) below) not to exceed [*]; (viii) Intercompany Indebtedness of the Guarantors on the terms and conditions set forth herein; (ix) Indebtedness of any Non-Party Subsidiary, so long as such Indebtedness is not secured by any of the Collateral, and neither the Company nor any Guarantor has any Contingent Obligations with respect to such Indebtedness; --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC (x) Indebtedness providing for the refinance, refunding, renewal or replacement of Indebtedness incurred pursuant to clauses (v), (vi) and (vii) above (so long as such Indebtedness could have been incurred under such clauses (v), (vi) and (vii); provided that (i) any such Indebtedness does not exceed the amount so refinanced, refunded, renewed or replaced plus the amount of any premium, accrued interest, fees and other related expenses incurred in connection with the consummation of any such Indebtedness, (ii) the maturity date of such Indebtedness is no earlier than the maturity date of such original Indebtedness; (iii) no collateral is used to secure such Indebtedness other than the collateral pledged in connection with such original Indebtedness; and (iv) if such refinancing, refunding, renewal or replacement applies to the Company's FCC Indebtedness and is incurred by a lender other than the FCC, such refinancing, refunding, renewal or replacement and any Liens in connection therewith shall not be senior in any respect to the position of the Secured Creditors. (xi) Indebtedness under the Loan Agreement; and (xii) Indebtedness in respect of performance, surety or appeal bonds provided in the ordinary course of business but not incurred through (i) business. For purposes of determining compliance with this Section 10.1, in the borrowing event that an item of moneyIndebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, or (ii) the obtaining Company, in its sole discretion, shall classify such item of credit except for credit on an open account basis customarily extended Indebtedness and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time only be required to be made in accordance with include the provisions of Section 8.9 amount and Section 9.5; (d) 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount type of such Indebtedness in one of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinancedclauses.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks, the Agents and the Collateral Agent arising under any of the Loan Documents; (b) current liabilities Indebtedness consisting of the guaranty by the Borrower incurred 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 the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesany fiscal year; (c) Indebtedness in respect of taxes, assessments, environmental, governmental charges or other regulatory charges, fines, penalties or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5ss.11.8; (d) Indebtedness in respect of judgments or awards that have been not resulting in force for less than the applicable period for taking an appeal Event of Default under ss. 16.1(i) hereof, but only so long as execution is not levied thereunder or in respect on any property the fair market value of which is $250,000 or more in the Borrower shall at the time aggregate or $150,000 or more 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 reviewany single instance; (e) 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 BorrowerBorrower or such Subsidiary, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time and its Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and1,000,000 at any one time; (fi) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 12.1 hereto; (j) Indebtedness (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 refinancing 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 debt listed on Schedule 10.3 hereto, 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 refinancing 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 under ss.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 for an amount in excess related to the borrowing of 100% money or the obtaining of credit; (t) Indebtedness consisting of the fair market value CH Management Fee and any deferred portion thereof to the extent permitted pursuant to ss.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 asset being refinancedBorrower and its Subsidiaries other than that permitted elsewhere in this ss. 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 (ii) at all times during and after January of 1999, $5,000,000 at any time outstanding; and (y) Indebtedness of the Borrower with respect to that certain Master Lease Agreement, No. 136331, dated as of August 2, 1994, between Town & Country Corporation and Computer Sales International, Inc. not to exceed $225,000.

Restrictions on Indebtedness. The Borrower Parent and its Subsidiaries each of the Borrowers will not, and the Parent will not permit any of its other Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks, the Issuing Bank and the Administrative Agent arising under any of the Loan Documents; (b) Indebtedness of the Borrowers or the Parent or their Subsidiaries in respect of current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for trade credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services, PROVIDED no such obligations in excess of $250,000 in the aggregate outstanding at any time shall be outstanding past the date which is the later of (i) 120 days past the invoice date or (ii) 60 days past the due date unless such obligation is being contested in good faith and adequate reserves have been established in accordance with generally accepted account principles; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5SECTION 8.8, PROVIDED that no notice of lien has been filed or recorded under the Code or other applicable requirement of law; (d) 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 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 reviewreview and such Indebtedness at any time outstanding is not in excess of $3,000,000; (e) 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 (acceptable to the Administrative Agent and the Banks) and Indebtedness issued to refinance or replace such Indebtedness, provided that (i) the obligor on the Indebtedness so refinanced or replaced is the obligor on such refinancing or replacement Indebtedness, (ii) the principal amount of Indebtedness issued to refinance or replace such Indebtedness is not increased beyond the amount outstanding thereunder (and in the case of revolving credit facilities the maximum amount available for borrowing thereunder is not increased above the amount in place on the Closing Date hereof), (iii) the aggregate amount 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), (iv) such refinancing or replacement Indebtedness has a final maturity date no earlier than October 31, 2002, (v) such Indebtedness is on terms and conditions (including, without limitation, terms relating to interest rate, covenants, defaults, mandatory prepayments and the ability of such Subsidiary to make dividends or loans to the Parent or the Borrowers) not materially more onerous to the Parent, the Borrower or such Subsidiary than the Indebtedness set forth on SCHEDULE 9.1 being refinanced, (vi) if secured, such Indebtedness is not secured by liens on any assets of the Borrower or such Subsidiary which were not previously subject to liens securing the Indebtedness set forth on SCHEDULE 9.1 being refinanced; and (vii) after giving effect to the incurrence of such refinancing or replacement Indebtedness no Default or Event of Default shall have occurred and be continuing and the Borrowers shall be in compliance with the borrowing limitations set forth in SECTION 2.1; (i) Indebtedness incurred after the date hereof in connection with the acquisition after the date hereof or construction (and within 90 days of such acquisition or construction) of any real or personal property by the BorrowerParent, provided 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 so long as such indebtedness existed at the time of any such acquisition and was not incurred in anticipation of or in connection with any such acquisition, including Indebtedness issued to refinance or replace such Indebtedness so long as such refinancing or replacement Indebtedness otherwise complies with the criteria set forth in SECTION 9.1(f)(I), (II), (IV), (V), (VI) and (VII) (without reference to SCHEDULE 9.1 hereto) and (ii) Capitalized Leases; PROVIDED, (A) that the aggregate principal amount of all such Indebtedness of the Borrower outstanding under this clause (g) shall not, at any one time time, exceed $10,000,000, (B) the Capital Expenditure or other acquisition associated with such Indebtedness is permitted pursuant to SECTION 10.5 or SECTION 9.5 hereof, respectively, and (C) after giving effect to the incurrence of any such Indebtedness under this clause (g), no Default or Event of Default shall not cause have occurred and be continuing and the Indebtedness to value ratio Borrowers shall be in compliance with the borrowing limitations set forth in Section 11.1 SECTION 2.1. (h) Indebtedness of a wholly-owned Subsidiary of the Parent (other than Borrowers) or a Borrower owing to be exceeded; the Parent or such Borrower, provided further that if the Investment corresponding to such Indebtedness exceeds is permitted pursuant to SECTION 9.3(e); (i) contingent obligations arising in connection with (i) non- delinquent 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 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) additional unsecured subordinated Indebtedness in an aggregate principal amount and on terms and conditions (including, without limitation, with respect to tenor, interest rate, voluntary and mandatory payments and terms of the subordination provisions relating thereto) acceptable to the Agents and the Majority Banks, in their sole discretion; (l) additional unsecured Indebtedness in an aggregate principal amount not to exceed $20,000,000.00, the Borrower shall promptly notify the Agent3,000,000; and (fm) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% Derivative Contracts of the fair market value Parent, the Borrowers and the Parent's Subsidiaries (other than Subsidiaries of the asset being refinancedBorrowers) that qualify under generally accepted accounting principles as a hedge of fixed or floating rate Indebtedness or foreign currency needs (and not as a speculative investment) and which are entered into in the ordinary course of their business.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5ss.7.8; (d) 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 in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Subordinated Debt; (g) obligations under Capitalized Leases; (h) purchase money indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the BorrowerBorrower or such Subsidiary, provided PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time and its Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent150,000 at any one time; and (fi) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 SCHEDULE 8.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower CAI will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.8; (dc) 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 any 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; (d) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (e) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred in connection with the acquisition or lease after the date hereof Sixth Amendment Effective Date of any real or personal property by the Borrowera Borrower or such Subsidiary or under any Capitalized Leases, provided that (i) the aggregate principal amount of such Indebtedness of the Borrower CAI and its Subsidiaries for non-income producing properties shall not exceed $20,000,000 outstanding at any one time time, (ii) such Indebtedness secured by income producing properties complies with the provisions of clause (l) hereof and (iii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not cause exceed 100% of the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if purchase price of such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andproperty; (f) Indebtedness existing on the date of this Agreement Eighth Amendment Effective Date and listed and described on Schedule 10.3 9.1 hereto, including ; (g) any renewal or refinancing of any debt listed on Schedule 10.3 hereto, so long as Indebtedness permitted under this §9.1; provided that any such refinancing is or renewal does not independently violate any restriction, basket, limitation or other provision of this §9; (h) 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 365 days after the occurrence of the transaction giving rise thereto; (i) Indebtedness in respect of Interest Rate Protection Agreements; (j) Indebtedness of a Subsidiary of the Borrowers to the Borrowers consisting of Investments permitted by §9.3(e); (k) 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 an amount 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; (l) other Indebtedness consisting of either; (i) Indebtedness that is unsecured; (ii) Indebtedness that is secured; provided that any such secured Indebtedness either: (x) is secured by assets that are not commingled with the Collateral; (y) if secured by assets that are commingled with the Collateral, is subject to the Intercreditor Agreement; or (z) consists of Indebtedness of Excluded Subsidiaries; (iii) [reserved]; or (iv) other secured Indebtedness not to exceed $60,000,000 in excess the aggregate; provided that both before and immediately after any such Indebtedness is incurred, no Default or Event of 100% Default shall have occurred and be continuing and, with respect to Indebtedness described in §9.1(l)(i), §9.1(l)(ii), and §9.1(l)(iv), the proceeds of such Indebtedness are used solely for (A) repayments of Revolving Credit Loans pursuant to §3.3, (B) the fair market value acquisition of assets and fees, costs and expenses incurred in connection with the asset being refinancedacquisition of assets or (C) for the refinancing of any such Indebtedness; and (m) Indebtedness incurred by a Securitization Entity in connection with a Permitted Securitization; provided that the secured party in such Permitted Securitization shall have joined the Intercreditor Agreement.

Restrictions on Indebtedness. The Borrower Borrowers will not, and its Subsidiaries will not permit any of their Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Lender arising under any of the Loan Documents; (b) current liabilities of the Borrower Borrowers or their Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5ss.6.9; (d) 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 Borrowers 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 SCHEDULE 8.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% ; (g) Indebtedness arising prior to the commencement of the fair market value of the asset being refinanced.Proceedings; and

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (ai) Indebtedness to the Lenders arising under any of the Loan Documents; (bii) current Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (ciii) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (div) Secured purchase money debt or capitalized lease obligations; (v) 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 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) Endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (vii) Up to $750,000 of Indebtedness incurred in the ordinary course of business for capital expenditures (e.g computer system); (viii) Indebtedness to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, FHA or other parties with whom the Borrower and its Subsidiaries originate, sell, repurchase or service Mortgage Loans, to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing in the ordinary course of business consistent with past practices; (ix) Indebtedness secured by real property acquired upon foreclosure of Mortgages, which, either (x) is so secured at the time of such acquisition, or (y) is directly related to such real property, not in excess of the fair market value thereof, and reasonably expected by the Borrower or the subject Subsidiary to be recovered from the sale or other disposition of the subject real property; (x) Unsecured Indebtedness for borrowed money incurred in the ordinary course of business and not exceeding $750,000, plus 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 Default then exists, and (B) no 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 Indebtedness referred to in clause (x) above) incurred to finance no greater than 100% of the purchase or leasing of equipment, in the ordinary course of business; (xii) Indebtedness incurred in connection with the acquisition after ordinary course of business secured by one or more specific assets, in each instance the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness which shall not exceed the GAAP book value of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, subject asset(s); (xiii) Guaranties by the Borrower shall promptly notify for the Agentbenefit of ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ ▇▇▇ regarding obligations of Capri Capital Finance LLC, or any of the Borrower's Subsidiaries in the ordinary course of business consistent with past practices; and (fxiv) other Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 SCHEDULE 7.14.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Agent and the Lenders (and their respective Affiliates) arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred other than 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; (c) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $250,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.9; (d) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $1,000,000 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 shall which, at the time in time, a good faith be prosecuting an appeal or proceedings 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) Indebtedness endorsements for collection, deposit or negotiation incurred in connection 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 or the Trust and is Without Recourse to any of the respective assets of any of the Borrower or the Trust other than to the specific Real Estate Asset or Assets acquired, refinanced or rehabilitated with the acquisition proceeds of such Indebtedness, (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 date hereof aggregate, does not exceed sixty percent (60%) of Consolidated Gross Asset Value; (g) contingent liabilities of the Borrower 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 real or personal property by time; (h) Indebtedness of the BorrowerBorrower 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, provided that the aggregate principal amount of such Indebtedness permitted by this clause (i) shall not exceed $500,000 at any time outstanding; and (i) Recourse Indebtedness of the Borrower outstanding incurred after the Closing Date (other than relating to the Eligible Unencumbered Properties) in connection with the purchase of or the construction of or renovation of improvements on any Real Estate Asset, provided that (i) the aggregate principal amount of Indebtedness permitted by this clause (j) shall not exceed $10,000,000 at any one time outstanding, and (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or Event of Default hereunder. Notwithstanding the foregoing, in no event shall the Borrower, the Trust or any of their respective Subsidiaries incur or have outstanding (i) unhedged variable rate Indebtedness in excess of twenty-five percent (25%) of Consolidated Gross Asset Value, or (ii) any unsecured Indebtedness for borrowed money. It is understood and agreed that the provisions of this §9.1 shall not cause apply to Indebtedness of any Partially-Owned Entity which is Without Recourse to the Indebtedness to value ratio Borrower 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 forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced§10.

Restrictions on Indebtedness. The Borrower Subject to the provisions of Section 9, the Borrowers and its Subsidiaries the Guarantors will not, and will not permit any of the Unrestricted Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower such Persons incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) 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 Section 8.3(a), (b) or (e); (g) the Subordinate Debt in an amount not to exceed $35,000,000.00, provided that repayment of such Indebtedness and any guaranty, pledge, security or other assurance of repayment thereof shall be subordinate at all times to repayment of the Obligations pursuant to a subordination agreement or other agreement substantially in the form of the Subordination Agreement or otherwise satisfactory to the Majority Banks; (h) as to the WPH Subsidiaries, the Capitalization Loans; (i) the Participating Equity Loans; PROVIDED, however, that the sum of the Participating Equity Loans plus the Allowed Venture Financing may not exceed $125,000,000.00 in the aggregate, provided, further, however, that such amount shall decrease to $80,000,000.00 commencing on March 31, 2002; (j) the Allowed Venture Financing in an aggregate amount at any time not to exceed the product obtained by multiplying three (3) times the sum of (x) the aggregate Consolidated Tangible Net Worth of the Unrestricted Subsidiaries PLUS (y) the aggregate principal amount of the Participating Equity Loans PLUS (z) the aggregate principal amount of the Capitalization Loans (excluding Capitalization Loans made to any of the Borrowers); PROVIDED, however, that the Allowed Venture Financing shall be further limited by the restrictions set forth in Section 8.1(i) above; (k) Indebtedness of WPHD, WPHD II and ▇▇▇▇▇▇ under guaranties with respect to the Allowed Venture Financing, not to exceed $20,000,000.00 as to WPHD individually at any time; PROVIDED, however, that such amount shall decrease to $15,000,000.00 commencing on March 31, 2001, unless at such time (i) the sum of WPHD EBITDA for any Test Period is greater than 2.0 times the Interest Incurred of WPHD and its Subsidiaries, on a consolidated basis, for such Test Period, and (ii) the Consolidated Tangible Net Worth of the Combined WPH Entity and its Subsidiaries exceeds $105,000,000.00; PROVIDED, FURTHER, however, that such limit on such Indebtedness may later increase back up to $20,000,000.00 if and for so long as compliance with such tests is demonstrated; (l) Indebtedness of the Borrowers and the Unrestricted Subsidiaries in respect of reimbursement obligations relating to drafts that may be drawn under Third Party Letters of Credit incurred in the ordinary course of business not to exceed $5,000,000.00 in the aggregate; (m) Indebtedness of the Borrowers and the Unrestricted Subsidiaries in respect of purchase money obligations incurred in connection with the acquisition purchase of Real Estate, not to exceed $25,000,000.00 as to the Borrowers collectively, PROVIDED that (i) such Indebtedness is secured only by such Real Estate, (ii) there is no recourse to any of the Borrowers or any of the Guarantors for the payment of such Indebtedness, and (iii) no such Indebtedness shall be incurred if a Default or Event of Default exists or will exist after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount incurrence of such Indebtedness; (n) Indebtedness of the Borrower outstanding at any one time shall not cause Borrowers, the Indebtedness Guarantors and the Unrestricted Subsidiaries with respect to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds Bonding Obligations (less the aggregate value of completed work) in an amount not to exceed sixty percent (60%) of the Consolidated Tangible Net Worth of the Combined WPH Entity and its Subsidiaries; (o) Indebtedness of the Borrowers and Guarantors in respect of interest rate swap, collar, cap or similar agreements providing interest rate protection in an aggregate amount not to exceed $20,000,000.00, the Borrower shall promptly notify the Agent50,000,000.00; and (fp) Indebtedness existing on After the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% consummation of the fair market value ▇▇▇▇▇▇▇ Merger, Working Capital Advances. Notwithstanding the foregoing, new Indebtedness pursuant to Section 8.1(j) or (k) shall not be incurred unless the Combined WPH Entity or the applicable Guarantor or Borrower shall have provided the Agent a statement certified by the Authorized Officer of such Person that no Default or Event of Default exists or will exist after the asset being refinancedincurrence of such Indebtedness, which statement shall include a calculation demonstrating that such Person will be in compliance with the requirement of Section 8.1(j) or (k) after giving effect to such incurrence.

Restrictions on Indebtedness. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.8; (dc) 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 such Loan Party 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; (d) endorsements for collection, deposit or negotiation and warranties of products or services, in 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 BorrowerBorrower or under any Capitalized Leases, provided that (i) the aggregate principal amount of such Indebtedness of the Borrower shall not exceed Twenty-Five Million Dollars ($25,000,000) outstanding at any one time time, (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property shall not cause exceed one hundred percent (100%) of the purchase price of such property and (iii) the Administrative Agent and the holder of such other Indebtedness have entered into an intercreditor agreement acceptable to value ratio set forth the Administrative Agent with respect to the rights of such creditor groups in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andacquired real or personal property; (fg) Indebtedness of CAI 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 of this Agreement hereof and listed and described on Schedule 10.3 9.1 hereto, including ; (h) any renewal or refinancing of any debt listed on Schedule 10.3 heretoIndebtedness permitted under this §9.1; (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 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 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, so long as provided that (i) such refinancing is 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 an amount 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; provided that (i) in the case of Indebtedness incurred by either or both of CAI and the Borrower, 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 any such Indebtedness is incurred by the Borrower or a Domestic Subsidiary of the Borrower and such Indebtedness (A) is secured and (B) individually or in the aggregate exceeds Thirty Million Dollars ($30,000,000), then the Administrative Agent and the holder(s) of such Indebtedness in excess of 100% such amount referenced in this subclause (B) have entered into an intercreditor agreement acceptable to the Administrative Agent with respect to the rights of such creditor groups in the fair market value of the asset being refinancedCollateral.

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Agent and the Lenders (and their respective Affiliates) arising under any of the Loan Documents, the Unsecured Revolver Agreement or the Existing Term Loan Agreement; (b) current liabilities of the Borrower or the Subsidiary Guarantors incurred in the ordinary course of business but not incurred other than 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; (c) Indebtedness (other than relating to the Eligible Borrowing Base Properties) in an aggregate amount not in excess of $250,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.9; (d) Indebtedness (other than relating to the Eligible Borrowing Base Properties) in an aggregate amount not in excess of $1,000,000 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 shall which, at the time in time, a good faith be prosecuting an appeal or proceedings 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) Indebtedness endorsements for collection, deposit or negotiation incurred in connection 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 acquisition after proceeds of such Indebtedness, except that, notwithstanding the date hereof foregoing, a portion of such Indebtedness at any time outstanding not in excess of ten percent (10%) 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 real Subsidiary that owns 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 personal property by Event of Default hereunder and (iii) such Indebtedness, in the Borroweraggregate, does not exceed fifty-five percent (55%) of Consolidated Gross Asset Value; (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; and (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, provided that the aggregate principal amount of such Indebtedness permitted by this clause (h) shall not exceed $500,000 at any time outstanding. Notwithstanding the foregoing, 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. 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 outstanding at Borrower, any one time shall 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 cause in limitation of, the Indebtedness to value ratio covenants set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced§10.

Restrictions on Indebtedness. The Borrower and its Subsidiaries the Holding Company will not, and will not permit any of their Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other thanIndebtedness; PROVIDED, HOWEVER, that the Borrower and its Subsidiaries (and with respect only to SUBSECTIONS (a), (c), (d), (f), (j), (l), and (o) below, the Holding Company) may create, incur, assume, guarantee or be or remain liable with respect to: (a) Indebtedness to the Lenders and the Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary incurred in the ordinary course of business but 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; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5SECTION 9.8 above; (d) 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 Borrower, such Subsidiary or the Holding Company (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; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Subordinated Debt; (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, provided Borrower or such Subsidiary; PROVIDED that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time and its Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.00, 1,000,000 at any one time; (i) Indebtedness incurred in connection with Interest Rate Protection Agreements entered into by the Borrower shall promptly notify the Agent; andpursuant to SECTION 9.16 hereof; (fj) Indebtedness existing on the date of this Agreement Closing Date and listed and described on Schedule 10.3 SCHEDULE 10.1 hereto; (k) Other Indebtedness to which the Agent shall have given its prior written consent; PROVIDED that such Indebtedness does not exceed in the aggregate $1,000,000 at any one time; (l) Indebtedness of the Borrower to any of its Subsidiaries or the Holding Company; guarantees, including any refinancing endorsements or other contingent obligations of the Borrower in respect of Indebtedness of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% Subsidiary of the fair market value Borrower permitted hereunder; or any Indebtedness of any Subsidiary of the asset being refinancedBorrower or of the Holding Company to the Borrower; PROVIDED, that such Indebtedness is subordinated in all respects to Indebtedness of the Borrower, such Subsidiary or the Holding Company (as the case may be) to the Lenders and the Agent arising under the Loan Documents; (m) Indebtedness under (i) the UK Facility and (ii) the Canadian Working Capital Facility; (n) Indebtedness in respect of surety or other bonds issued in the ordinary course of business secured by liens permitted in SECTION 10.2(D) below; and (o) Indebtedness of the Borrower, any of its Subsidiaries or the Holding Company incurred by such Person as a result of insurance premium financing entered into in connection with the purchase by such Person of policies of insurance required hereunder or under the Security Agreements.

Restrictions on Indebtedness. The Borrower and its the Guarantors may, and may permit their respective Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liableliable for, contingently or otherwise, any Indebtedness other than the specific Indebtedness which is prohibited under this Section 8.1 and with respect to which each of the Borrower and the Guarantors will not, and will not permit any Indebtedness other thanSubsidiary to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, singularly or in the aggregate as follows: (a) Indebtedness to the Lenders arising which would result in a Default or Event of Default under Section 9 hereof or under any other provision of the Loan Documentsthis Agreement; (b) current liabilities An aggregate amount in excess of the Borrower incurred $10,000,000 at any one time in the ordinary course respect of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that for which payment therefor shall not at the time be is required to be made in accordance with the provisions of Section 8.9 7.9 and Section 9.5; has not been timely made, (dii) Indebtedness in uninsured judgments or awards, with respect of 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, and (iii) current unsecured liabilities incurred in force the ordinary course of business, which (A) are overdue for less more than the applicable period for taking an appeal so long as execution is sixty (60) days, and (B) are not levied thereunder or in respect of which the Borrower shall at the time being contested 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;faith; and (ec) Guarantees of the Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by Opportunity Fund which are not permitted under the Borrowerdefinition of "Opportunity Fund" herein. The terms and provisions of this Section 8.1 are in addition to, provided that and not in limitation of, the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio covenants set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date 9 of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinancedAgreement.

Restrictions on Indebtedness. The Borrower and its Subsidiaries Except as permitted in Section 8.1(f) below, the Guarantor will not (other than solely aS a result of its status as a general partner of the Borrower) create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness other than the Obligations and any Indebtedness of the Borrower permitted under the terms of this Section 8. 1. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks arising under any of the Loan Documents, and Indebtedness and obligations in respect of the Interest Rate Contract required pursuant to Section 7.18; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after ordinary course of business; (f) subject to the date hereof provisions of any real or personal property by the BorrowerSection 9, provided that the aggregate principal amount of such (i) Non-recourse Indebtedness of the Borrower outstanding at or any one time of its Subsidiaries, provided that neither the Borrower nor any of its Subsidiaries shall incur any Non-recourse Indebtedness unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence, and environmental indemnities and customary exceptions to exculpatory language shall be permitted in any such Non-recourse Indebtedness, and (ii) Indebtedness of Borrower or Guarantor under environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness of Borrower's Subsidiaries or joint ventures permitted pursuant to Section 8.3(k) (it being agreed that any such indemnity or guaranty shall not cause the such Non-recourse Indebtedness to value ratio set forth be deemed to be recourse Indebtedness and provided that in the event any claim is made against Borrower, Guarantor or any of its Subsidiaries with respect to such indemnities, guarantees or exceptions, the amount so claimed shall be considered a recourse liability of such Person); (g) Indebtedness in respect of reverse repurchase agreements having a term of not more than one hundred eighty (180) days with respect to Investments described in Section 11.1 8.3(d) or (e); (h) subject to be exceededthe provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount (excluding the Obligations) not exceeding $5,000,000.00; provided further that if such neither the Borrower nor any of its Subsidiaries shall incur any recourse Indebtedness exceeds the aggregate amount of $20,000,000.00, described in this Section 8.1(h) unless the Borrower shall promptly notify have provided to the Agent; andBanks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence; (fi) Indebtedness existing in respect of purchase money financing for equipment, computers and vehicles acquired in the ordinary course of the Borrower's business not exceeding $1,000,000.00; (j) subject to the provisions of Section 9, (i) recourse debt to obtain a construction loan or loans or obligations under completion guarantees in an aggregate amount not exceeding $40,000,000.00 and (ii) recourse debt to obtain a construction loan or loans or obligations under completion guarantees in an aggregate additional amount not exceed $30,000,000.00 provided that the Real Estate with respect to which any such loan or guarantee pertains has a "Debt Service Coverage Ratio" (as hereunder defined) of not less than 1.30 to 1; and provided that in the case of either (i) or (ii) of this Section 8.1(j), the liability under any completion guaranty shall equal the remaining costs to complete the applicable construction project in excess of construction loan or mezzanine loan proceeds available therefor and any equity deposited or invested for the payment of such costs. For the purposes of this Section 8.1(j), "Debt Service Coverage Ratio" means, on any date of determination, for the period of four (4) fiscal quarters just ended prior to the date of determination, the ratio of (i) Operating Cash Flow from the subject parcel of Real Estate to (ii) Debt Service relating to such parcel of Real Estate for such period; provided, however, that for the purposes of determining compliance with this Agreement debt service coverage ratio requirement, prior to such time as the Borrower has owned and listed operated a parcel of Real Estate to which a construction loan or completion guaranty pertains for four (4) full fiscal quarters, the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower has owned and described on Schedule 10.3 hereto, including any refinancing operated such parcel of any debt listed on Schedule 10.3 hereto, so long Real Estate as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.annualized shall be utilized;

Restrictions on Indebtedness. The Subject to the further restrictions of §9, neither Borrower and its Subsidiaries nor the Guarantors will not create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower such Persons incurred in the ordinary course of business but not incurred through (i) the borrowing of money, 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; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor therefore shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§7.12; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing on of Borrower and Guarantors with respect to Bonding Obligations (less the date aggregate value of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing completed work); (g) Indebtedness in respect of the Senior Term Loan; (h) Indebtedness of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess Subsidiary or Joint Venture with respect to Other Projects (but excluding any Indebtedness of 100% of the fair market value of the asset being refinancedSignal Landmark or Signal Holdings).

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Agent and the Lenders (and their respective Affiliates) arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred other than 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; (c) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $500,000 in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section §8.9 and Section 9.5(but including, in any event, any Indebtedness secured by an M&M Lien); (d) Indebtedness (other than relating to the Eligible Unencumbered Properties) in an aggregate amount not in excess of $1,000,000 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 shall which, at the time in time, a good faith be prosecuting an appeal or proceedings 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) Indebtedness endorsements for collection, deposit or negotiation incurred in connection the ordinary course of business; (f) Secured term loan Indebtedness of ▇▇▇▇▇▇▇ OP and its Subsidiaries (but not ▇▇▇▇▇▇▇ III) disclosed on Schedule 9.1(f) or incurred after the Closing Date, provided that: (i) such Indebtedness is Without Recourse to the Borrower or the Trust and is Without Recourse to any of the respective assets of any of the Borrower or the Trust other than to the specific Real Estate Asset or Assets acquired, refinanced or rehabilitated with the acquisition proceeds of such Indebtedness, and (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or Event of Default hereunder; (g) contingent liabilities of the date hereof Borrower 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 real or personal property by time; (h) Indebtedness of the BorrowerBorrower 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, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding permitted by this clause (i) shall not exceed $500,000 at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentoutstanding; and (fi) Recourse Indebtedness existing of ▇▇▇▇▇▇▇ OP (but not ▇▇▇▇▇▇▇ III) incurred after the Closing Date (other than Indebtedness relating to or affecting the Eligible Unencumbered Properties) in connection with the purchase of or the construction of or renovation of improvements on any Real Estate Asset, provided that (i) the date aggregate principal amount of Indebtedness permitted by this Agreement clause (i) shall not exceed $40,000,000 at any time outstanding, and listed (ii) at the time any such Indebtedness is incurred and described on Schedule 10.3 heretoafter giving effect thereto, including there exists no Default or Event of Default hereunder. Notwithstanding the foregoing, in no event shall the Borrower, the Trust or any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount their respective Subsidiaries incur or have outstanding (i) unhedged variable rate Indebtedness in excess of 100% fifty percent (50%) of Consolidated Total Indebtedness, or (ii) any other revolving credit facility, whether secured or unsecured, or any unsecured Indebtedness for borrowed money. It is understood and agreed that the fair market value provisions of this §9.1 shall not apply to Indebtedness of any Partially-Owned Entity that is Without Recourse to the asset being refinancedBorrower 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 forth in §10.

Restrictions on Indebtedness. The Borrower will not, and will not permit its Subsidiaries will not to, create, incur, assume, guaranty 37 39 guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower and its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Subordinated Debt; (g) obligations under Capitalized Leases not exceeding $100,000 in aggregate amount at any time outstanding or operating leases of houses, apartments and condominiums entered into in the normal course of business; (h) purchase money Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the BorrowerBorrower or its Subsidiaries, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.its

Restrictions on Indebtedness. The Borrower will not, and its Subsidiaries will not permit its respective Subsidiaries or any of the Guarantors to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders arising under any of the Loan Documents; (b) current liabilities of the Borrower Borrower, the Guarantors or their respective Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessmentsassessments (excluding assessments with respect to PACE Loans unless such PACE Loans are permitted under this Agreement), governmental charges or levies levies, assessments and other obligations in respect of PACE Loans permitted under this Agreement and claims for labor, materials and supplies supplies, in each case, to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§7.8; (d) Indebtedness in respect of judgments or awards that have been only to the extent, for the period and for an amount not resulting 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 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 reviewDefault; (e) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after ordinary course of business; (f) subject to the date hereof provisions of any real or personal property by the Borrower§9, Recourse Indebtedness which is Secured Debt (including, without limitation, Equity Pledge Secured Debt that is Recourse Indebtedness); provided that the aggregate principal amount of such Recourse Indebtedness of the Borrower which is Secured Debt outstanding at any one time (not including the Loans or Letter of Credit Liabilities to the extent the same shall at any time constitute Recourse Indebtedness which is Secured Debt), determined on a Consolidated basis, shall not cause exceed percent (10.0%) of Consolidated Total Asset Value); (g) Non-Recourse Indebtedness of Subsidiaries of Parent (other than any Subsidiaries of Borrower that directly or indirectly own or lease a Subject Property); (h) Non-Recourse Indebtedness of Borrower or a Guarantor constituting purchase money indebtedness or incurred in connection with equipment financing, not to exceed $4,000,000.00 in the aggregate outstanding at any time; (i) Intentionally Omitted; (j) subject to the provisions of §9, Unsecured Debt which is pari passu with the Indebtedness to value ratio set forth described in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentclause (a) above; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower Parent and its Subsidiaries each of the Borrowers will not, and the Parent will not permit any of its other Subsidiaries to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks and the Agent arising under any of the Loan Documents; (b) Indebtedness of the Borrowers or the Parent or their Subsidiaries in respect of current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.58.8; (d) 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 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) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; andbusiness; (f) Indebtedness existing on the date Closing Date of this Agreement and listed and described on Schedule 10.3 9.1 hereto, including any refinancing ; (g) Indebtedness incurred after the date hereof in connection with the acquisition or construction (and within 120 days of such acquisition or construction) of any debt listed on Schedule 10.3 heretoreal or personal property by the Parent, so long as such refinancing is not for an amount in excess of 100% the Borrowers or any other Subsidiary of the fair market value Parent, Indebtedness assumed in connection with any acquisition (whether of assets or stock) of a business by any of such Persons, and Capitalized Leases, provided that the aggregate principal amount of all such Indebtedness under this clause (g) shall not exceed $50,000,000 at any time; (h) Indebtedness of a wholly-owned Subsidiary of the asset being refinancedParent or a Borrower owing to the Parent or such Borrower, provided that such Indebtedness is evidenced by an intercompany note that shall be subject to a first priority pledge in favor of the Agent, for the benefit of the Banks and the Agent; (i) contingent obligations arising in connection with (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 lieu of such bonds; (j) Indebtedness in respect of the Senior Notes and the Additional Senior Notes in an aggregate principal amount not to exceed $210,000,000; (k) Indebtedness of the Parent or either of the US Borrowers with respect to the SWATH Vessel in an aggregate principal amount not to exceed $10,000,000; and (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 subordination provisions relating thereto) acceptable to the Agent and the Majority Banks, in their sole discretion.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness owing to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in respect each case incurred in the ordinary course of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5business; (d) Indebtedness in respect of (i) 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 (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 at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserves shall have been set aside with respect thereto; (e) upon not less than five (5) Business Days' prior written notice to the Administrative Agent, Subordinated Debt, provided that, (i) the Net Cash Debt Issuance Proceeds of any such Subordinated Debt shall be applied in accordance with §4.4 (as applicable at the time), (ii) any such Subordinated Debt must not be issued for a cash amount that is less than 90% of the accreted value of such Subordinated Debt at issuance, and (iii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Subordinated Debt or would result after giving effect thereto; (f) Indebtedness incurred in connection with with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the Borrower, Borrower or such Subsidiary or under any Capitalized Lease and any refinancings thereof provided that (x) the aggregate principal amount of such Indebtedness (including any refinancings thereof) of the Borrower outstanding and its Subsidiaries shall not exceed the aggregate amount of, so long as no Event of Default has occurred and is continuing at the time of its incurrence or refinancing, $5,000,000 at any one time shall not cause time; (y) the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if amount of such Indebtedness exceeds does not exceed the aggregate amount fair market value of $20,000,000.00the property so acquired; and (z) the assets securing such Indebtedness are limited to the assets so acquired. (g) upon prior written notice to the Administrative Agent, Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower shall promptly notify the Agent; andor any of its Subsidiaries; (fh) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 10.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.;

Restrictions on Indebtedness. The Borrower and its Subsidiaries will not createCreate, incur, assumesuffer or permit to exist, guaranty or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness other thanIndebtedness, except the following: (a) Indebtedness to outstanding at the Lenders arising under any date of the Loan Documents;this Agreement as set forth on Schedule 5.16 but no refinancings thereof. (b) current liabilities Indebtedness on account of the Borrower Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;business. (c) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor thereof shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5; 8.2 hereof, (dii) Indebtedness in respect of judgments or awards that which have been in force for less than the applicable appeal 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 in a manner satisfactory to the Lenders and in respect of which a stay of execution shall have been obtained pending such appeal or review;review and for which adequate reserves have been established in accordance with generally accepted accounting principles, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (d) Indebtedness in an amount not to exceed $500,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (e) Indebtedness incurred to the Lenders. (f) Subordinated Indebtedness; provided, however, that no payments of principal or interest shall be made on any Subordinated Indebtedness, except in connection accordance with the acquisition after subordination terms and provisions which the date hereof of any real or personal property Agent has approved in writing. (g) The 1998 Subordinated Debentures. (h) Indebtedness evidenced by the BorrowerBCLP II Subordinated Note, provided that the aggregate principal amount of such Indebtedness payee thereof shall have entered into a subordination agreement in favor of the Borrower outstanding at any one time shall not cause Lenders and the Indebtedness Agent in form and substance reasonably satisfactory to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a1) Indebtedness to the Lenders Lender arising under any of the Loan Documents; (b2) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c3) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5ss.6.8; (d4) 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 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; (e5) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentbusiness; and (f6) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 7.1 hereto, including ; and (7) Indebtedness or commitments to incur any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is Indebtedness not for an amount in excess of 100% $200,000.00 in any fiscal year for Capital Expenditures in accordance with the provisions of ss.8.5 below; and (8) Subordinated Indebtedness; and (9) Indebtedness to finance the fair market value acquisition of Equipment leases and conditional sales contracts, provided that such Indebtedness shall not exceed $50,000.00 in the asset being refinancedaggregate outstanding at any time.

Restrictions on Indebtedness. The Borrower and its Subsidiaries Except as permitted in Section 8.1(f) below, the Guarantor will not (other than solely as a result of its status as a general partner of the Borrower) create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness other than the Obligations and any Indebtedness of the Borrower permitted under the terms of this Section 8. 1. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders Banks arising under any of the Loan Documents, and Indebtedness and obligations in respect of the Interest Rate Contract required pursuant to Section 7.15; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.57.8; (d) 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 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) 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 the provisions of Section 9, (i) Non-recourse Indebtedness incurred of the Borrower or any of its Subsidiaries, provided that neither the Borrower nor any of its Subsidiaries shall incur any Non-recourse Indebtedness unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence, and environmental indemnities and customary exceptions to exculpatory language shall be permitted in any such Non-recourse Indebtedness, and (ii) Indebtedness of Borrower or Guarantor under environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness of Borrower's Subsidiaries or joint ventures permitted pursuant to Section 8.3(k) (it being agreed that any such indemnity or guaranty shall not cause such Non-recourse Indebtedness to be deemed to be recourse Indebtedness and provided that in the event any claim is made against Borrower, Guarantor or any of its Subsidiaries with respect to such indemnities, guarantees or exceptions, the amount so claimed shall be considered a recourse liability of such Person); (g) Indebtedness in respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in Section 8.3(d) or (e); (h) subject to the provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount (excluding the Obligations and Indebtedness (not to exceed $50,000,000.00) arising under the Unsecured Revolving Loan Agreement), not exceeding $5,000,000.00; provided that neither the Borrower nor any of its Subsidiaries shall incur any recourse Indebtedness described in this Section 8.1(h) unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence; (i) Indebtedness in respect of purchase money financing for equipment, computers and vehicles acquired in the ordinary course of the Borrower's business not exceeding $1,000,000.00; (j) subject to the provisions of Section 9, recourse debt to obtain a construction loan or loans or obligations under completion guarantees in an aggregate amount not exceeding $70,000,000.00; provided that the liability under any completion guaranty shall equal the remaining costs to complete the applicable construction project in excess of construction loan or mezzanine loan proceeds available therefor and any equity deposited or invested for the payment of such costs; (k) Indebtedness of Borrower and its Subsidiaries (not to exceed $50,000,000.00) arising under the Unsecured Revolving Loan Agreement; provided, however, that Indebtedness permitted under this Section 8.1(k) shall not include any Indebtedness arising out of or related to any refinancing or purported refinancing of such Indebtedness under the Unsecured Revolving Loan Agreement; (l) subject to the provisions of Section 9, unsecured Indebtedness of Borrower under guarantees of loans made to employees of Guarantor to purchase stock in Guarantor, provided that such Indebtedness does not exceed $15,000,000.00 in the aggregate; (m) subject to the provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount not exceeding $5,000,000.00 in connection with the acquisition after the date hereof issuance of letters of credit on behalf of Borrower or any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentits Subsidiaries; and (fn) subject to the provisions of Section 9, unsecured Indebtedness existing on under guarantees to joint venture partners relating to the date repurchase of ownership interests of such joint venture partners, provided that such Indebtedness does not exceed $15,000,000.00 in the aggregate, and provided further that any such guaranty may at the option of Agent not be considered as Indebtedness for the purposes of Section 9.2 of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as in the event that Agent shall determine in its sole discretion that circumstances relating to the Real Estate to which such refinancing guaranty relates are such that it is not for an amount in excess of 100% of the fair market value of the asset being refinancedlikely that such guaranty would be called upon.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness owing to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (d) Indebtedness in respect of (i) 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 (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 at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserves shall have been set aside with respect thereto; (e) Subordinated Debt; provided that, in the case of the incurrence of Additional Subordinated Debt by the Borrower or such Subsidiary, (i) the Borrower applies the net cash proceeds of such Additional Subordinated Debt in accordance with ss.5.4 and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Additional Subordinated Debt or would result after giving effect thereto; (f) Indebtedness (i) 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 (ii) assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, provided that (x) the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $75,000,000 at any one time; and (y) the amount of such Indebtedness does not exceed the value of the property so acquired and (z) with respect to clause (ii) above, the assets securing such Indebtedness are limited to the assets so acquired or which secured the Indebtedness at the time it was assumed so long as such liens were not granted or created in anticipation of such assumption; (g) Indebtedness in respect of interest rate agreements, swaps or similar arrangements entered into pursuant to ss.10.14 or to protect the Borrower or any Subsidiary from changes in interest rates; (h) Indebtedness existing on the date hereof and listed and described on Schedule 11.1 hereto; -------- ---- (i) Indebtedness of a Subsidiary of the Borrower owing to the Borrower or of the Borrower or any Subsidiary to any wholly-owned Subsidiary of the Borrower; (j) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5;ss.10.8; and (di) other unsecured 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause to exceed $25,000,000, provided that no Default or Event of Default has occurred and is continuing at the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agent; and (f) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% time of the fair market value incurrence of the asset being refinancedsuch unsecured Indebtedness or would result after giving effect thereto.

Restrictions on Indebtedness. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; (b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5§8.8; (dc) 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 such Loan Party 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; (d) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (e) Indebtedness of Borrower or a Domestic Subsidiary (in addition to similar Indebtedness permitted under clause (f) hereof) consisting of short-term trade credit extended to such Person in the ordinary course of such Person's business in connection with the acquisition of Railcars and other related equipment; provided that (i) such Indebtedness shall not be in existence for more than 365 days after the occurrence of the transaction giving rise thereto and (ii) the principal amount of such Indebtedness does not exceed one hundred percent (100%) of the purchase price of such Railcars and related equipment; (f) Indebtedness of the Borrower or a Domestic Subsidiary incurred in connection with the acquisition or lease after the date hereof of any real or personal property (including Railcars) by the BorrowerBorrower or a Domestic Subsidiary or under any Capitalized Leases, provided that (i) the aggregate principal amount of such Indebtedness of the Borrower and its Domestic Subsidiaries shall not exceed One Hundred Million Dollars ($100,000,000) outstanding at any one time time, (ii) the principal amount of such Indebtedness secured by or relating to the lease of any particular property (including Railcars) shall not cause exceed one hundred percent (100%) of the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if purchase price of such Indebtedness exceeds property, and (iii) the aggregate amount of $20,000,000.00Administrative Agent, the Borrower shall promptly notify Borrower, and the Agent; andholder of such other Indebtedness have entered into an intercreditor agreement in accordance with §14.15 with respect to the rights of such creditor groups; (fg) Indebtedness incurred from time to time under the Senior Revolving Credit Facility and other Indebtedness existing on the date of this Agreement Restatement Date and listed and described on Schedule 10.3 9.1 hereto, including ; (h) Indebtedness of CAI and its Subsidiaries (other than the Borrower and its Domestic Subsidiaries) (in addition to similar Indebtedness permitted under clause (j) hereof) 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 related equipment; provided that (i) such Indebtedness shall not be in existence for more than 365 days after the occurrence of the transaction giving rise thereto and (ii) the principal amount of such Indebtedness does not exceed one hundred percent (100%) of the purchase price of such Containers and related equipment; (i) any renewal or refinancing of any debt listed on Schedule 10.3 hereto, so long as Indebtedness permitted under this §9.1; provided that any such refinancing is or renewal does not independently violate any restriction, basket, limitation or other provision of this §9; (j) Indebtedness (in addition to similar Indebtedness permitted under clause (h) hereof) incurred in connection with the acquisition or lease after the Restatement Date of any real or personal property by CAI or a Subsidiary (other than the Borrower) or under any Capitalized Leases, provided that (i) the aggregate principal amount of such Indebtedness of CAI and its Subsidiaries (other than the Borrower) for an non-income producing properties shall not exceed $20,000,000 outstanding at any one time, (ii) such Indebtedness secured by income producing properties complies with the provisions of clause (p) hereof and (iii) the principal amount in excess of such Indebtedness secured by or relating to the lease of any particular property shall not exceed 100% of the fair market purchase price of such property; (k) Indebtedness in respect of Interest Rate Protection Agreements; (l) Indebtedness consisting of Investments permitted by §9.3(e); (m) 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 asset being refinancednon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (n) Indebtedness incurred by a Securitization Entity in connection with a Permitted Securitization provided that (A) in the case of a Permitted Securitization of Container assets, the trustee (or other representative of the lenders or investors in such transaction) has entered into the intercreditor agreement for such Container assets referred to in the Senior Revolving Credit Facility, and (B) in connection with a Permitted Securitization of Railcar assets, the trustee or other lender representative have entered into the intercreditor agreement referred to in Section 14.15; (o) other Indebtedness of the Borrower incurred when no Default or Event of Default shall have occurred and be continuing (or would result from the incurrence of such Indebtedness) consisting of: (i) Indebtedness that is not secured; or (ii) Indebtedness that is secured, so long as, if any such secured Indebtedness incurred by the Borrower or a Domestic Subsidiary of the Borrower individually or in the aggregate exceeds One Hundred Million Dollars ($100,000,000), 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 respective collateral pools for this facility and all other facilities; provided that, the proceeds of such secured or unsecured Indebtedness are used solely for (A) repayments of Revolving Credit Loans pursuant to §3.3, or (B) the acquisition of railcar assets and fees, costs and expenses incurred in connection with the acquisition of railcar assets or (C) for the refinancing of any such Indebtedness; (p) other Indebtedness of CAI and its Subsidiaries (other than the Borrower or any Subsidiary of the Borrower) for which neither the Borrower or any Subsidiary of the Borrower shall be a guarantor, co-borrower or co-obligor (except for the guaranty by the Borrower of the Senior Revolving Credit Agreement) consisting of : (i) Indebtedness that is unsecured; (ii) Indebtedness that is secured; provided that any such secured Indebtedness either: (x) is secured by assets that are not commingled with the collateral for the Senior Revolving Credit Agreement; (y) if secured by assets that are commingled with the collateral for the Senior Revolving Credit Agreement, is subject to the intercreditor agreement described in the Senior Revolving Credit Agreement; or (iii) other secured Indebtedness not to exceed $60,000,000 in the aggregate; provided that, both before and immediately after any such secured or unsecured Indebtedness is incurred, no default or event of default under the Senior Revolving Credit Agreement shall have occurred and be continuing and, with respect to Indebtedness described in §9.1(p)(i), §9.1(p)(ii), and §9.1(p)(iii), the proceeds of such Indebtedness are used solely for (A) repayments of revolving credit loans pursuant to under the Senior Revolving Credit Agreement, (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. (q) unsecured Indebtedness either: (i) incurred by CAI consisting of one or more guaranties of Indebtedness of Borrower; or (ii) incurred by Subsidiaries of CAI (other than Borrower or a Subsidiary of the Borrower) consisting of one or more guaranties of CAI Indebtedness.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwiseother wise, with respect to any Indebtedness other than: (a1) Indebtedness to the Lenders Lender arising under any of the Loan Documents; (b2) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c3) Indebtedness arising on account of short term (less than 90 days) borrowing from affiliates of the Borrower; (4) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.56.8; (d5) 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 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; (e6) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in connection with the acquisition after the date hereof ordinary course of any real or personal property by the Borrower, provided that the aggregate principal amount of such Indebtedness of the Borrower outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds the aggregate amount of $20,000,000.00, the Borrower shall promptly notify the Agentbusiness; and (f7) Indebtedness existing on the date of this Agreement and listed and described on Schedule 10.3 SCHEDULE 7.1 hereto, including . (8) Other Indebtedness not to exceed One Million Dollars ($1,000,000.00) in the aggregate at any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinancedtime outstanding.

Restrictions on Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness owing to the Lenders and the Agents arising under any of the Loan Documents; (b) current liabilities of the Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in respect each case incurred in the ordinary course of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 8.9 and Section 9.5business; (d) Indebtedness in respect of (i) 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 (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 at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in good faith by appropriate proceedings if adequate reserves shall have been set aside with respect thereto; (e) upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, Subordinated Debt, provided that, (i) the Net Cash Debt Issuance Proceeds of any such Subordinated Debt shall be applied in accordance with §4.4 (as applicable at the time), (ii) any such Subordinated Debt must not be issued for a cash amount that is less than 90% of the accreted value of such Subordinated Debt at issuance, and (iii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Subordinated Debt or would result after giving effect thereto; (f) Indebtedness (i) incurred in connection with with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the BorrowerBorrower or such Subsidiary or under any Capitalized Lease or (ii) assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, and with respect to clauses (i) and (ii) immediately preceding, any refinancings thereof provided that (x) the aggregate principal amount of such Indebtedness (including any refinancings thereof) of the Borrower outstanding at any one time and its Subsidiaries shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of (1) so long as no Event of Default has occurred and is continuing at the time of its incurrence or refinancing, $20,000,000.0010,000,000, during the Suspension Period (and $00 (zero) if an Event of Default has occurred and is continuing at the time of incurrence) and (2) $35,000,000 after the Revert Date, in each case at any one time; (y) the amount of such Indebtedness does not exceed the fair market value of the property so acquired; and (z) with respect to clause (ii) above, the Borrower shall promptly notify assets securing such Indebtedness are limited to the Agent; andassets so acquired or which secured the Indebtedness at the time it was assumed so long as such liens were not granted or created in anticipation of such assumption; (fg) upon prior written notice to the Administrative Agent, Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower or any of its Subsidiaries; (h) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 10.1 hereto, including any refinancing of any debt listed on Schedule 10.3 hereto, so long as such refinancing is not for an amount in excess of 100% of the fair market value of the asset being refinanced.;

Restrictions on Indebtedness. The Borrower None of the Borrowers will, and none will permit any of its Subsidiaries will not to, create, incur, assume, guaranty guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Lenders and the Agent arising under any of the Loan Documents; (b) current liabilities endorsements for collection, deposit or negotiation and warranties of the Borrower products or services, in each case incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and servicesbusiness; (c) Indebtedness of such Borrower or such Subsidiary in respect of taxes, assessments, governmental charges Rate Protection Agreements entered into in order to hedge interest rate fluctuations on Indebtedness for borrowed money of the Borrowers or levies their Subsidiaries and claims not for labor, materials speculative purposes and supplies to approved in advance by the extent that payment therefor shall not at the time be required to be made Agent in accordance with the provisions of Section 8.9 and Section 9.5its reasonable discretion; (d) Indebtedness in respect of judgments under any Capitalized Lease 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 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) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrowersuch Borrower or such Subsidiary, provided that (a) the aggregate principal amount of such Indebtedness of the Borrower Borrowers and their Subsidiaries outstanding at any one time shall not cause the Indebtedness to value ratio set forth in Section 11.1 to be exceeded; provided further that if such Indebtedness exceeds exceed the aggregate amount of $20,000,000.0013,00,000, (b) the Borrower 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 promptly notify not exceed the Agent; andaggregate 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; (fe) Indebtedness existing on the date of this Agreement hereof and listed and described on Schedule 10.3 10.1 hereto; (f) Indebtedness of one Domestic Borrower to another then existing Domestic Borrower; provided that all such intercompany Indebtedness permitted by this Section 10.1(f), including and all instruments evidencing any refinancing of any debt listed on Schedule 10.3 heretothereof, so long as such refinancing is not shall be pledged and delivered to the Agent, for an amount in excess of 100% the benefit of the fair market value Lenders and the Agent, as security for the Obligations pursuant to the provisions of the asset being refinanced.applicable Security Documents, and the Agent shall have a first priority perfected lien and security interest therein; provided further that all such intercompany Indebtedness shall be subordinated to the Obligations on terms satisfactory to the Agent; (g) Indebtedness of the Canadian Borrower to a then existing Domestic Borrower; provided that all such intercompany Indebtedness permitted by this Section 10.1(g), and all instruments evidencing any thereof, shall be pledged and delivered to the Agent, for the benefit of the Canadian Lenders and the Agent, as security for the Canadian Obligations pursuant to the provisions of the applicable Security Documents, and the Agent shall have a first priority perfected lien and security interest therein; provided further that all such intercompany Indebtedness shall be subordinated to the Canadian Obligations on terms satisfactory to the Agent and shall be in an aggregate amount not to exceed $500,000;