Common use of Restrictions on Indebtedness Clause in Contracts

Restrictions on Indebtedness. The Borrower shall not directly or indirectly create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect to, contingently or otherwise (collectively, “incur”), any Indebtedness; provided, however, that the Borrower may incur any of the following items of Indebtedness: (a) Indebtedness existing under the Initial Senior Bond Indentures in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as of the date of the Fifth Omnibus Amendment; (b) Permitted Refinancing Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a), (b) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);

Restrictions on Indebtedness. The Borrower shall will not directly or indirectly create, incur, issue, assume, permit, assume or suffer to exist any Indebtedness except: (i) the Obligations; (ii) accounts payable to trade creditors incurred in the ordinary course of business and not more than [***] days past due; (iii) Capitalized Lease Liabilities for the rental of any real or otherwise be personal property for the Systems that (A) are entered in the ordinary course of business of the Systems, and (B) either (1) are budgeted for under an Operating Budget approved in accordance with the terms of this Agreement and clearly indicated as Capitalized Lease Liabilities in such budget or become liable with respect to, contingently or otherwise (collectively, “incur”2) do not entail payments to the lessors in excess of [***] in the aggregate for all Systems in any one fiscal year; (iv) Indebtedness related to the purchase of the discrete items of personal property contemplated in Section 7.02(b)(vii), any Indebtedness; provided, however, that the Borrower may incur any of the following items of Indebtedness: (a) Indebtedness existing under the Initial Senior Bond Indentures all amounts secured by such Liens are paid when due and paid in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as full within [***] months of the date of the Fifth Omnibus Amendmentsuch Lien attaches; (bv) Permitted Refinancing unsecured Indebtedness for working capital and other general corporate purposes of the Borrower that is subordinate in exchange forpriority of payment to the Loans and that does not exceed, or in the net proceeds aggregate, [***] at any one time outstanding with respect to all of which are used to renewthe Systems, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a), (b) or (cpaid solely from cash available for distributions in accordance with the tenth priority of Section 4.2(c) of this Section 2.5, provided that each of the following conditions shall have been satisfied:Accounts Agreement; (1vi) the Senior Facility Agent shall have received a certificate from an Authorized Officer of Indebtedness owed by the Borrower to the effect Parent or any Affiliate thereof that is subordinated in writing on terms satisfactory to the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant Lender, in its sole discretion, to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (obe paid solely from cash available for distributions in accordance with the tenth priority of Section 4.2(c) of this the Accounts Agreement; and (vii) Indebtedness under Secured Rate Contracts contemplated in Section 2.57.01(t) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefromRate Contracts);.

Restrictions on Indebtedness. (a) The Borrower shall Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly indirectly, create, incur, issue, assume, permit, suffer to exist guarantee or otherwise be become directly or become liable with respect toindirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), any Indebtedness; provided, however, that the Borrower Company or any Guarantor may incur Indebtedness (including Acquired Debt) if the Company’s Consolidated Coverage Ratio at the time of incurrence of such Indebtedness, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom, as if the same had occurred at the beginning of the most recently ended four fiscal quarter period of the Company for which internal financial statements are available, would have been no less than 2.50 to 1.0. The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness:Indebtedness (collectively, “Permitted Debt”): (a1) the incurrence by the Company or any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) not to exceed $105.0 million, less the aggregate amount of all prepayments of principal applied to permanently reduce any such Indebtedness; (2) Indebtedness existing under the Initial Senior Bond Indentures in respect of a Receivables Facility in an aggregate principal amount not to exceed the amount of all prepayments of principal applied to permanently reduce Indebtedness outstanding under clause (1) above; (3) the Initial Senior Bond Indentures as incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (4) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of this Indenture and the Fifth Omnibus AmendmentExchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (b5) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in a Permitted Business (whether through the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of any Person owning such assets), in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (5), not to exceed $5.0 million at any time outstanding; (6) the incurrence by the Company or any of the Borrower its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, refinance or replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under clause the first paragraph of this covenant or any of clauses (a3), (b4), (5), (8), (9) or (c10) of this paragraph; (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes (in the case of the Company) or the related Subsidiary Guarantee (in the case of a Guarantor); and (b) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7); (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the bona fide purpose of hedging (x) interest rate risk with respect to Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture and which was a notional amount no greater than the payments due with respect to the Indebtedness being hedged thereby, or (y) currency exchange rate risk in connection with then existing financial obligations or the acquisition of goods or services and not for purposes of speculation; (9) Guarantees provided under Section 2.54.17 hereof and the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (10) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect to workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (11) Obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with industry practice; (12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, and such Indebtedness is extinguished within five business days after incurrence thereof; (13) Indebtedness of the Company or any of the Company’s Restricted Subsidiaries evidenced by promissory notes issued to employees, former employees, directors or former directors of the Company or any of its Subsidiaries in lieu of any cash payment permitted to be made under clause (5) of the second paragraph of the limitations on Restricted Payments set forth under Section 4.07 hereof; provided, however, that (a) all such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes (in the case of the Company) or the related Subsidiary Guarantee (in the case of a Guarantor) and (b) the aggregate principal amount of all such Indebtedness incurred in any calendar year, when added to the aggregate amount of all repurchases made in such calendar year pursuant to such clause (5) referred to above, shall not exceed $5.0 million; and (14) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $5.0 million. For purposes of determining compliance with this Section 4.09(a), in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in currency exchange rates. Indebtedness under the Credit Agreement, including Guarantees of such Indebtedness, on the date on which Notes are first issued and authenticated under this Indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. (b) In addition to the restrictions on incurrence of Indebtedness set forth in Section 4.09(a), the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or suffer to exist or otherwise directly or indirectly become or be liable, contingently or otherwise, with respect to, any Indebtedness secured by any of the assets of the Company or any Subsidiary of the Company in an aggregate principal amount at any time outstanding in excess of two times EDI Services Revenues for the most recently ended two fiscal quarter period of the Company. (c) Accrual of interest or dividends, the accretion of accreted value or original issue discount and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer U.S. dollar-equivalent principal amount of any such Indebtedness outstanding or committed on the Borrower to date of this Indenture will be calculated based on the relevant currency exchange rate in effect that on the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m)date of this Indenture, and (o2) if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of this Section 2.5) (after giving effect such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency than the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the incurrence and application of proceeds currencies in which such respective Indebtedness is denominated that is in effect on the date of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);refinancing.

Restrictions on Indebtedness. The Borrower shall will not directly or indirectly permit any of its Subsidiaries (other than the Guarantor) to create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect toremain liable, contingently or otherwise otherwise, with respect to any Indebtedness of any other Person (collectively, “incur”), any Indebtedness; provided, however, that other than the Borrower may incur or any of the following items of IndebtednessSubsidiaries), other than: (a) Indebtedness listed in Schedule 8.1(a), any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Effective Date; provided that (i) if such Indebtedness is an extension, renewal or refinancing of existing under Indebtedness, the Initial Senior Bond Indentures terms and conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the original Indebtedness, and (ii) in an amount not to exceed no event shall the aggregate outstanding principal amount of Indebtedness outstanding under permitted by this §8.1(a) exceed the Initial Senior Bond Indentures as aggregate principal amount of the date of Indebtedness listed on Schedule 8.1(a) that is outstanding on the Fifth Omnibus Amendment;Effective Date (plus transaction costs, including premiums and fees, related thereto); and (b) Permitted Refinancing other Indebtedness; provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Indebtedness permitted under this §8.1(b), plus (ii) the aggregate outstanding principal amount of secured Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was and its Subsidiaries permitted to be incurred under clause (a), (b) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), subsections (k), (l), ) and (m), and (o) of this Section 2.5the definition of “Permitted Liens”, plus (iii) the aggregate amount of Indebtedness with respect to outstanding Permitted Receivables Transactions (after giving effect determined in accordance with the proviso to the incurrence and application definition of proceeds “Indebtedness”) shall not exceed 15% of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);Consolidated Tangible Assets at any time.

Restrictions on Indebtedness. The Borrower shall will not, and will not directly or indirectly ---------------------------- permit any of its Subsidiaries to, create, incur, issue, assume, permit, suffer to exist guarantee or otherwise be or become liable with respect toremain liable, contingently or otherwise (collectivelyotherwise, “incur”), with respect to any Indebtedness; provided, however, that the Borrower may incur any of the following items of IndebtednessIndebtedness other than: (a) Indebtedness existing to the Banks and the Agent arising under the Initial Senior Bond Indentures in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as any of the date of the Fifth Omnibus AmendmentLoan Documents; (b) Permitted Refinancing endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease, provided that the aggregate -------- principal amount of such Indebtedness of the Borrower in exchange for, or and its Subsidiaries shall not exceed the net proceeds aggregate amount of which are used to renew, refund, refinance, replace, defease or discharge $2,000,000 at any one time; (d) Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a), (b) or (c) existing on the date of this Section 2.5, provided that each of the following conditions shall have been satisfied:Credit Agreement and listed and described on Schedule 8.1 hereto; -------- --- (1e) the Senior Facility Agent shall have received Indebtedness of a certificate from an Authorized Officer Subsidiary of the Borrower to the effect that Borrower so long as such Subsidiary has guaranteed all the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred Obligations hereunder pursuant to clauses the Guaranty; (f)) in addition to those items set forth on Schedule 8.1, (g)------------ Indebtedness of the Borrower incurred in connection with the issuance of a letter of credit for the account of the Borrower to be issued to a landlord of the Borrower as substitution for a cash security deposit by the Borrower, (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (after giving effect to so long as the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate aggregate face amount of all such Senior Debt outstanding after giving effect letters of credit so issued does not exceed $250,000; and (g) other unsecured Indebtedness not otherwise expressly permitted pursuant to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);this (S)8.1 in an aggregate amount not to exceed $500,000 at any time outstanding.

Restrictions on Indebtedness. The Borrower shall not directly or indirectly create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect to, contingently or otherwise (collectively, “incur”), any Indebtedness; provided, however, that the Borrower may incur any of the following items of Indebtedness: (a) Indebtedness existing under Train 6 Debt if, at the Initial Senior Bond Indentures time of incurrence of such Train 6 Debt, the conditions set forth in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as Section 2.7 (Train 6 Debt) of the date of the Fifth Omnibus AmendmentCommon Terms Agreement shall have been satisfied; (b) Permitted Refinancing Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a), (b) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (after giving effect to the incurrence and application of proceeds of such Permitted RefinancingRefinancing Indebtedness) is capable of being amortized to a zero balance by the termination date of the latest terminating Applicable Facility LNG Sale and Purchase Agreement such that the Projected Debt Service Coverage Ratio after the last Guaranteed Substantial Completion Date of any Train then in construction would be at least 1.5 to 1.0 (the Projected Debt Service Coverage Ratio shall be calculated (1) solely with respect to Contracted Cash Flow; and (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);

Restrictions on Indebtedness. The Borrower shall not directly or indirectly create, No Credit Party will incur, issuecreate, assume, permit, suffer to exist guarantee or otherwise be or in any way become liable with respect tofor, contingently or otherwise (collectivelypermit to exist, “incur”), any Indebtedness; provided, however, that the Borrower may incur any of the following items of IndebtednessIndebtedness other than: (a) Indebtedness existing under incurred pursuant to this Agreement, the Initial Senior Bond Indentures in an amount not to exceed Notes and the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as of the date of the Fifth Omnibus Amendmentother Note Documents; (b) Permitted Refinancing Indebtedness of the Borrower Credit Parties existing on the Closing Date and described on Schedule 4.10A hereto (in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a), (b) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (case after giving effect to the incurrence and application of proceeds of such Permitted RefinancingTransactions, including the Subordinated Seller Notes but excluding in any event the Non-Continuing Indebtedness); (2c) using an interest rate equal Indebtedness of any Wholly-owned Subsidiary of the Parent (other than the Restaurant Subsidiaries and Easyriders of Columbus) to the weighted average interest rate Parent or to another Wholly-owned Subsidiary of all the Parent (other than the Restaurant Subsidiaries), provided that such Senior Debt outstanding after giving effect Indebtedness is evidenced by a subordinated demand note, in form and substance (including the terms of subordination provisions) satisfactory to the incurrence Purchaser, which note shall be pledged and delivered to the Purchaser pursuant to the Security Agreement as additional collateral for the Obligations; (d) Indebtedness consisting of Liens permitted by subsections (a) through (e), inclusive, of Section 10.2; (e) Indebtedness secured by Liens permitted by Section 10.2(g) hereof, provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to this subsection (e) shall not at any time exceed $500,000; (f) so long as no Event of Default has occurred and is continuing, Indebtedness consisting of intercompany loans by the Company to the Parent in a principal amount per fiscal month not in excess of the Permitted Refinancing lesser of (x) 35% of Excess Cash Flow for the preceding fiscal month and (y) $100,000; and (g) Indebtedness and evidenced by the application of the proceeds therefrom);Newriders Subordinated Note.

Restrictions on Indebtedness. The Borrower shall not directly Incur or indirectly create, incur, issue, assume, permitor permit any majority-controlled subsidiary to incur or assume, suffer to exist or otherwise be or become liable any liability with respect toto Indebtedness for borrowed money that exceeds the aggregate of $800,000 and that is not already included in a budget approved by the Board of Directors, contingently or otherwise including (collectively, “incur”), any Indebtednessfor so long as the holders of Series A Preferred Units are entitled to elect a Series A Director) the Series A Director; provided, however, that the Borrower may incur approval by the Series A Director of any annual budget that includes such proposed Indebtedness in excess of $800,000 shall not be deemed to be an approval thereof unless such Series A Director has expressly approved such Indebtedness in excess of $800,000; and provided further that, to the following items extent that the Company’s trailing twelve (12) month revenue for any period, calculated in accordance with GAAP applied on a consistent basis, exceeds $10 million (and written evidence of Indebtedness: such fact has been provided to the Series A Director), the $800,000 limit on Indebtedness hereunder shall be increased to $1.5 million. Notwithstanding the foregoing, (ai) all term Indebtedness existing under the Initial Company’s Senior Bond Indentures in an amount Loan Facility, not to exceed $6 million in the amount of aggregate, (ii) any Indebtedness outstanding drawn by the Company under the Initial Senior Bond Indentures as revolving portion of the date of Company’s Senior Loan Facility not to exceed $300,000 in the Fifth Omnibus Amendment; (b) Permitted Refinancing Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a)aggregate, (biii) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and any Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m)Sections 9.02, and (oiv) any other Indebtedness existing on the original issuance date of the Series A Preferred Units, including, without limitation, Indebtedness evidenced by the Seller Note (collectively, the “Exempt Indebtedness”) shall not be included in the calculation of Indebtedness for purposes of this Section 2.56.09(a). The Company shall not refinance or materially amend any terms (including consenting to any increase in the interest rate) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);Exempt Indebtedness.

Restrictions on Indebtedness. The Borrower shall not directly or indirectly No Subject Entity will create, incur, issue, assume, permit, suffer to exist incur or otherwise be become or become remain liable with respect toto any Indebtedness except the following, contingently or otherwise (collectivelyso long as, “incur”)in each such case, any such Indebtedness is incurred in compliance with Section 9.8 hereof: 9.4.1. Indebtedness specified on Exhibit 9.4.1 hereto; provided, however, that no amendment to the terms of such Indebtedness, and no optional prepayment of such Indebtedness shall be made without the prior written consent of the Required Holders. 9.4.2. Senior Indebtedness; provided, however, that (i) the Borrower may incur aggregate principal amount of all Senior Indebtedness at any one time outstanding shall not exceed $125,000,000 and (ii) the aggregate principal amount of all Revolving Credit Debt at any one time outstanding shall not exceed $50,000,000. 9.4.3. Indebtedness in respect of the following items Notes. 9.4.4. Indebtedness of Indebtedness: the Subject Entities (ax) Indebtedness existing under in respect of Capitalized Lease Obligations and (y) secured by purchase money Liens permitted by Section 9.6.3 hereof; provided, however, that the Initial Senior Bond Indentures in an amount not to exceed the aggregate principal amount of all Indebtedness outstanding under permitted by this Section 9.4.4 shall not exceed $6 million at any one time outstanding. 9.4.5. Indebtedness in respect of Guarantees permitted by Section 9.5 hereof. 9.4.6. Indebtedness incurred in connection with the Initial repurchase pursuant to the Stock Transfer Agreement of Equity Securities issued by the Company; provided, however, that (i) all such Indebtedness shall be subordinated to the prior payment in full of the Notes on terms no less favorable to the holders of the Notes as are enjoyed by the holders of Senior Bond Indentures as Indebtedness with respect to the Notes, (ii) no principal of, or interest on, such Indebtedness shall be due and payable until the latest of five years from the date of issuance, January 31, 2004 or one year after the Fifth Omnibus Amendment;payment in full in cash of all obligations in respect of the Notes (provided, that voluntary payments of interest on and principal of such Indebtedness shall be permitted subject to the limitations contained in Section 8.9 hereof), (iii) the interest rate on such Indebtedness shall not exceed the lowest such rate which avoids the imputation of interest under the Code and (iv) no such Indebtedness shall be issued unless, immediately after giving effect thereto, there shall exist no Default and the incurrence of such Indebtedness shall have been permitted under Section 9.8 hereof (if applicable). (b) Permitted Refinancing 9.4.7. Indebtedness of any Subsidiary of the Company to the Company. 9.4.8. Additional Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was Subject Entities not otherwise permitted to be incurred under clause (a), (b) or (c) of by this Section 2.59.4; provided, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower however, that, both immediately prior to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (immediately after giving effect to the incurrence thereof, no Default shall exist; and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to provided, further, that the weighted average interest rate aggregate principal amount of all such Senior Debt outstanding Indebtedness permitted by this Section 9.4.8 shall not exceed $500,000 at any one time outstanding. 9.4.9. Additional Indebtedness of the Company; provided, however, that, both immediately prior to and after giving effect to the incurrence thereof, no Default shall exist; and provided, further, that (i) all such Indebtedness (including without limitation the Company's obligations under its Amended and Restated Deferred Compensation Plan) shall be subordinated to the prior payment in full of the Permitted Refinancing Indebtedness and Notes on terms no less favorable to the application holders of the proceeds therefrom);Notes as are enjoyed by the holders of Senior Indebtedness with respect to the Notes, (ii) no principal of such Indebtedness shall be due and payable until the later of five years from the date of issuance or one year after the payment in full in cash of all Notes.

Restrictions on Indebtedness. The No Borrower shall not directly become or indirectly be a guarantor or surety of, or otherwise create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect toremain liable, contingently or otherwise (collectivelyotherwise, “incur”), with respect to any Indebtedness; provided, howeveror become or be responsible in any manner (whether by agreement to purchase any obligations, that the Borrower may 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 of the following items of IndebtednessIndebtedness other than: (a) Indebtedness existing to the Banks and the Agent arising under this Credit Agreement or the Initial Senior Bond Indentures in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as of the date of the Fifth Omnibus AmendmentLoan Documents; (b) Permitted Refinancing incurrence of guaranty, suretyship or indemnification obligations in connection with the Borrowers' performance of services for their respective customers in the ordinary course of their businesses; (c) Indebtedness of one Borrower to another Borrower; (d) Subject to Section 8.6, Indebtedness of the Borrower Borrowers with respect to equipment leases or equipment chattel mortgages, including any such Indebtedness assumed in exchange forconnection with an acquisition permitted under Section 7.4, in an aggregate amount not to exceed $250,000 at any time outstanding; (e) Indebtedness of the Borrowers, including assumed obligations, incurred in connection with acquisitions after the date hereof of any stocks of, partnership or joint venture interests in, or assets of any Person and owing to the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under clause (a), (b) or (cseller(s) of this Section 2.5such stocks, partnership or joint venture interests, or assets; provided that each such acquisitions are otherwise permitted pursuant to Section 7.4 and the principal amount of any such Indebtedness shall not exceed $250,000 in the aggregate (excluding Indebtedness of acquired companies which is discharged within 30 days of such acquisition); (f) Indebtedness of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer Borrowers with respect to performance bonds existing as of the Borrower Closing Date, including extensions and renewals thereof, in an aggregate amount not to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);exceed $500,000.

Restrictions on Indebtedness. The Each Borrower shall will not, and will not directly or indirectly permit any of its Subsidiaries to, create, incur, issue, assume, permit, suffer to exist guarantee or otherwise be or become liable with respect toremain liable, contingently or otherwise (collectivelyotherwise, “incur”), with respect to any Indebtedness; provided, however, that the Borrower may incur any of Indebtedness other than the following items (each of Indebtedness:which categories shall be interpreted as being separately permitted, notwithstanding any overlap among such categories): (a) Indebtedness existing to the Bank arising under the Initial Senior Bond Indentures in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as any of the date of the Fifth Omnibus AmendmentLoan Documents; (b) Permitted Refinancing endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (c) Indebtedness (i) incurred in connection with the secured financing of any real or personal property by ▇▇▇▇▇▇ US or any of its Subsidiaries, (ii) under any Synthetic Lease or (iii) under any Capitalized Lease, provided that the aggregate principal amount of such Indebtedness (including under any such Synthetic Lease or Capitalized Lease) of ▇▇▇▇▇▇ US and its Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (d) Indebtedness of ▇▇▇▇▇▇ US and its Domestic Subsidiaries existing on the date hereof and listed and described on Schedule 8.1(d) hereto; (e) Indebtedness of ▇▇▇▇▇▇ US's Foreign Subsidiaries existing on the date hereof and listed and described on Schedule 8.1(e) hereto; (f) Indebtedness (i) of a Subsidiary of ▇▇▇▇▇▇ US to ▇▇▇▇▇▇ US or to another Subsidiary of ▇▇▇▇▇▇ US, (ii) of ▇▇▇▇▇▇ US to any Guarantor, or (iii) of ▇▇▇▇▇▇ US to World Properties in an aggregate principal amount not to exceed $20,000,000; provided that in each of cases (ii) and (iii) above, such Indebtedness shall be subordinated to the Obligations on terms and conditions satisfactory to the Bank; (g) [Intentionally Omitted] (h) Indebtedness of Foreign Subsidiaries (other than as permitted by §8.1(f)) which, when aggregated with amounts outstanding under §8.1(e), shall not exceed fifty percent (50%) of Consolidated Foreign Tangible Assets at any time; (i) [Intentionally Omitted] (j) Indebtedness in respect of Derivative Contracts entered into solely for hedging (and not speculative) purposes in the ordinary course of ▇▇▇▇▇▇ US's (or the applicable Subsidiary's) business; and (k) unsecured Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (Borrowers and ▇▇▇▇▇▇ US's Domestic Subsidiaries other than intercompany Indebtedness) that was as permitted to be incurred under clause by clauses (a), ) through (bj) or (c) of this Section 2.5, above; provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), and (o) of this Section 2.5) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate aggregate principal amount of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);shall not exceed $25,000,000 at any time outstanding.

Restrictions on Indebtedness. The Borrower shall None of the Subsidiaries of WMI (for certainty, not directly or indirectly including WMI) will create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect toremain liable, contingently or otherwise otherwise, with respect to any Debt, or become or be responsible in any manner (collectivelywhether by agreement to purchase any obligations, “incur”stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any Debt, in each case, of any other Person (other than WMI or any of its Subsidiaries), any Indebtedness; provided, however, that the Borrower may incur any of the following items of Indebtednessother than: (a) Indebtedness existing under the Initial Senior Bond Indentures Debt of WMI’s Subsidiaries listed in an amount not to exceed the amount of Indebtedness outstanding under the Initial Senior Bond Indentures as Schedule 8.1(a) of the U.S. Credit Agreement (a copy of which is attached hereto as Annex 8.1(a)), any extension, renewal or refinancing of such Debt, and any additional bonds issued and Capital Leases entered into from time to time after July 10, 2015 (the effective date of the Fifth Omnibus Amendment;U.S. Credit Agreement); provided that (i) if such Debt is an extension, renewal or refinancing of existing Debt, the terms and conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such Debt over the priority of the original Debt, and (ii) in no event shall the aggregate principal amount of Debt permitted by this Subsection 6.4(1)(a) exceed the aggregate principal amount of the original Debt listed on Schedule 8.1(a) of the U.S. Credit Agreement (plus transaction costs, including premiums and fees, related thereto); and (b) Permitted Refinancing Indebtedness other Debt of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness WMI’s Subsidiaries (other than intercompany IndebtednessWaste Management Holdings, Inc.) provided that was the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt permitted to be incurred under clause (athis Subsection 6.4(1)(b), plus (b) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1ii) the Senior Facility Agent shall have received a certificate from an Authorized Officer aggregate outstanding principal amount of the Borrower to the effect that the outstanding Senior secured Debt (other than Working Capital Debt of WMI and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), its Subsidiaries permitted under (k), (l) and (m) of the definition of “Permitted Encumbrances”, plus (iii) the aggregate amount of Debt with respect to outstanding Permitted Receivables Transactions (determined in accordance with the proviso to the definition of “Debt”), (m), and (o) shall not exceed 15% of this Section 2.5) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);Consolidated Tangible Assets at any time.

Restrictions on Indebtedness. The Borrower shall Company will not directly or indirectly permit any of its Subsidiaries (other than the Guarantor) to create, incur, issue, assume, permit, suffer to exist or otherwise be or become liable with respect toremain liable, contingently or otherwise (collectivelyotherwise, “incur”), with respect to any Indebtedness; provided, howeveror to become or be responsible in any manner (whether by agreement to purchase any obligations, that the stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any Indebtedness, in each case, of any other Person other than any Borrower may incur or any of the following items of Indebtednessits Subsidiaries, other than: (a) Indebtedness listed in Schedule 8.1(a), any extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Effective Date; provided that (i) if such Indebtedness is an extension, renewal or refinancing of existing under Indebtedness, the Initial Senior Bond Indentures terms and conditions of any such extensions, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the original Indebtedness, and (ii) in an amount not to exceed no event shall the aggregate outstanding principal amount of Indebtedness outstanding under permitted by this §8.1(a) exceed the Initial Senior Bond Indentures as aggregate principal amount of the date of Indebtedness listed on Schedule 8.1(a) that is outstanding on the Fifth Omnibus Amendment;Effective Date (plus transaction costs, including premiums and fees, related thereto); and (b) Permitted Refinancing other Indebtedness; provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Indebtedness permitted under this §8.1(b), plus (ii) the aggregate outstanding principal amount of secured Indebtedness of the Borrower in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was Company and its Subsidiaries permitted to be incurred under clause (a), (b) or (c) of this Section 2.5, provided that each of the following conditions shall have been satisfied: (1) the Senior Facility Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that the outstanding Senior Debt (other than Working Capital Debt and Indebtedness incurred pursuant to clauses (f), (g), (h), (i), (j), subsections (k), (l) and (m) of the definition of “Permitted Liens”, plus (iii) the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ with respect to outstanding Permitted Receivables Transactions (determined in accordance with the proviso to the definition of “Indebtedness”), (m), and (o) shall not exceed 15% of this Section 2.5) (after giving effect to the incurrence and application of proceeds of such Permitted Refinancing (2) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding after giving effect to the incurrence of the Permitted Refinancing Indebtedness and the application of the proceeds therefrom);Consolidated Tangible Assets at any time.